The herald., 1913-09-04

to time 10 make, establish and amend such
bylaws, rules and regulations for the man
agement OF the affairs of the corporation
as may be necessary or convenient and gen
orally to have and exercise all such other
and further rights and privileges not incon-
SiStent with this charter as are now or may
hereafter be conferred on like corporations
by the state Of Louisiana, or any other state
territory or country in which ii may DO
business.
Article 1.-THE domcie Of this corpora
ton shall he in the city of New Orleans
state Of Louisiana. The president. or in his
absence or in case Of his disability, the vice
president is hereby designated the officer
on whom citation aud other legal process
shall hc served.
Article III.-The objects and purposes Of
this corporation and the nature of the bust
ness 10 be carried on by il are hereby de-
clarei to be as follows To carry on the
business Of manufacturing ami making car
pets, rugs, curtains and other similar ar
ticlcS, and cleaning, repairing. renOyatnS
and storing same and the cleaning of ships
cars, houses and other structures
Article IN.-The capital stock Of this cor
pnratiOn shall be the sum OF twenty-five
thousand dollars (S25. OWOOD, divided into
two hundred and fifty (2JOD shares OF on
hundred dollars (SlOOOOD each; the same
shall be paid for in cash on the acceptance
Of subscriptions therefor, or In such Install
mentS, payable at such times as the board
Of directors hereinafter established may
from time TO time prescribe, or same may be-
issued 10y authority Of the said board Of
directors in payment for property or for
labor or services actually performed for il.
> This corporation shall begin business
and become "A going concern soon as
three thousand dollars i$%O0OOOD OF Its
capital stock shall have been subscribed.
3. That portion OF the authorized capital
stock Of this corporation which shall not be
subscribed for by the original incOrp0ratOrS
shall be held in the treasury for the COrpUr-
alton until the issue thereof shall be au-
thOriZed by the board of directors and in
that event, existing stockholders shall have
-
stock in proportion In which they at that
time hold the issued stock Of the corpora
ton. provided. however, that the board of
directors may reserve out Of said uniSSued
treasury stock not more than two thousand
dollars lS2,OOO.O0D in par value, to be sub
scribcd for by Thomas II. Sadler and TO be
paid for by the said Thomas j.. Sadler on
such terms and conditions as the said board
may prescribe.
Article V-All the powers of this corpor-
alton shall be vested in and exercised by a
board of directors, composed Of three stock
holders. who shall hold their off 'cs for the
term OF one year or until their successors are
elected.
= The election of directors shall take
place annually on the second Monday of
January. Such elections and all other cleo
tiOns under this charter shall be by ballot.
The same shall be held at the domcie Of
the corporation and in its head office. under
the supervision of commissioner appointed
by the board of directors Notice of such
elections shall be sent to each person who
a
mail. at his last known address, the same
TO be posted, charges prepaid at least ten
days before the election and no other or
further notification therefor need be given
If the address Of any stakeholder be not
known, Ii shall be sufficient to deposit the
notice in the post office. addressed General
Delivery New Orleans, La"
:. Any vacancy occurring among the III
rectOrs or officers shall be filled up by the
board OF directors for the remainder OF the
term then running; Failure to elect direc-
tors on the day above appointed shall not
dissolve the board of directors nor the cor
pOration, but the directors and other Off
GERS heretofore elected shall remain in Of
flee until their successors shall be elected.
I. The first board of directors shall be
composed Of Clarence o. Sheriff., Thomas
D. Sadler and Stella Ii. Sadler, of whom
Thomas D. Sadler shall be president. Stella
III. Sadler. vice-presdcnt and Thomas ID
Sadler, secretary-treasurer, and they shall
hold office until the annual meeting of 1914
or until their successors shall be elected
The board shall elect one Of their number TO
be general manager Of the corporation. The
term of said Offceds shall be the same as
that of the board electins them and their
powers and duties shall be such as are APP
propriate to their several Offices or such as
may be prescribed by the bylaws or reso-
buttons or the board Provided, that at any
meeting of the stockholders, the stockhOld-
erS by vote of at least majority of all
the outstanding stock may recall said board
and officers and replace them by others then
elected.
>. The said board shall have plenary
power to make and from time to time amend
bylaws, rules and regulations for the con-
duct Of the affairs OF the corporation and
generally to have all such powers as NAV
be reasonably necessary or convenient for
the transaction of the business OF the cor
poratlOn and for effectiug the objects and
purposes of the same.
Article VIA stakeholder or stockhold-
erS owning at least ten shares OF stock shall
have the right to call special meeting OF
stockholders at any time on giving notice
thereof as provided in Article V, but no
business shall be transacted at such meeting
tice.
Article VII.-This charter may be amend
ed or the said corporation dissolved, at any
time, with the assent Of three fourths of
the capital stock thereof, represented at
general meeting of the stockholders con-
vened after notice thereof, given as pre-
Scribed In Article and stating the purpose
of said meeting.
,. The capital stock OF this corporation
may be increased or decreased in accordance
with the laws Of the state now in effect or
which may hereafter be enacted
Article VIII.-Whenever this corporation
snail be dissolved either by Limitation or 9th
erwise. Its affairs shall be liquidated and
wound up by three commissioners who shall
general meeting convened for that pur-
pose, notice of which shall be given as pro-
yided in Article V. Any vacancy among
them shall be filled up by the survivors or
Article lX.-No stockholders shall ever
De held liable or responsible for the debts
and faults of this corporation in any fur
Their sum than the unpaid balance, II any
due by him to the corporation on the shares
OF the stock owned by him, nor shall any
mere informality in organization have the
erect of rendering this charter null or of ex-
posing any stakeholder to any liability be-
yond the unpaid balance remaining due on
his stock "
Article X.-The said appearers hereby de-
clare that in order to organize this cOrpor-
alton and TO serve and stand as the original
subscription list thereof, they do each of
them severally subscribe for the number OF
shares of the capital stock thereof written
by their hands after their respective names
In faith whereof, the said appearers have
hereunto set their hands, with me, said no.
tary, and George E. LOds and Irene c. Pen
dergaSt, competent witnesses here residing
at my notarial ONCE in the city OF New Or
leans, on the day, month and year herein
nrst above written, after reading of the
whole.
(Names of SignersD
witnesses: George E. Lods, Irene G.. Pen
dergast.
NJ. NJ. BOATNER, Notary Public.
!, the undersigned recorder OF mortgages
In and for the parish of Orleans state of
Louisiana, do hereby certify that the above
and foregoing act Of Incorporation of the
Sanitary Carpet Cleaning Company was this
day duly recorded in my Office in book loss,
folio 10. New Orleans, La, Aug / 1919
EMILE ]. LEONARD ID. II,
true copy of the original act
VI. NJ. BOATEER Notary PuhIfc