The herald., 1913-03-20

and TO make and establish such bylaws
rules and regulations for the proper man
arpment and control of the AFFAIRS OF the
said corporation as may be deemed neces-
sary and eXpedient.
ARTICLE H.
The domicile Of this corporation sham pe
in the city Of New Orleans, state OF Loulsl-
ana, and all citation or other Iesai pI pa N
his absence upon the secretary or the cor
pOratiOn or upon the vice, president lhereol'
ARTICLE III.
The objects and purposes OF this corp0r-
alton. and the nature Of the business 10 De
carried on by II, are hereby declared 10 De
the manufacture of refrigeratorS, snow CaSeS'
fixtures, furniture and all kinds or wood
work the buying and selling or same the
acting as agent for the buying and selling
of anv goods or merchandise connected or
incidental with their said business.
ARTICLE ".
The capital stock OF this corporation is
hereby fixed at six thousand dollars $780,
600 OO) represented by shares Of the par
value Of one hundred dollars (SlOOOOD each,
and this corporation shall begin business
when five thousand dollars tSJ,OOO.OO) OF
the said capital stock shall have been sub
scribed to and paid for.
ARTICLE V.
All the corporate powers of this corpora
ton and the management and control OF It's
affairs, shall be vested in and exercised by
the board of directors, composed of three
Stockholders a majority OF whom shall con
stitute a quorum in the transaction of bus
mess.
ARTICLE VI.
The directors of said corporation shall he
elected annually at a meeting of the stock
holders TO be held on the third Monday OF
January OF each year. At meeting of the
stockholders, each stakeholder shall be en-
titled in person or by proxy, to one vote for
each share OF stock owned by him. All
meetings Of stockholders and elections shall
be held under such rules and regulations and
a NJ
shall adopt. The board OF directors thus
elected shall continue in Office for one year
and until their successors shall have been
duly elected and qualified, and on failure
to elect directors on the date specified il
shall not dissolve this corporation nor i'm
pair its corporate management. Any va.
cancy occurring in said board Of directors
from any cause whatsoever, shall be filled
by the remaining directors for the unexpireC
term.
The board Of directors at its first meeting
shall after its election elect from their mum
Der president, yice-president and secretary
| treasurer. One person may hold one OIL
| more of these Offices.
The board of directors may, from time
! to time appoint all such officers, agents ant
| employees, as it may deem necessary for the
| purposes and business of said corporation
| The board OF directors shall have the power
| to Fix and define the duty OF every oIIicer anC
| emplOye and all such officers and emplOye,
shall hold office and employment al the pleas
| ure of the said board.
The board OF directors shall make and
| establish, as well as alter and amend any
and all bylaws, rules and regulations nee
esSary and proper, in its judgment, for tn,
| conduct, support and management of tn,
| business and affairs of said corporation.
ARTICLE VII.
| Until the first meeting 10 be held on The
| third Monday Of January, 1914, the follow
ing named persons shall constitute the frs
board of directors, viz: Henry Wendell. Sr.
president; John q. Wendell, vice-president
and Louis A. Wendell Secretary-treasurer.
ARTICLE VIII.
| No stOckholder shall ever be held liabl,
| or responsible for the contracts, debts, faults
and defaults OF said corporation, nor shall
| any mere infOrmality in its organization
have the effect OF rendering this charter null
| or exposing the stockholders to any liabilit!
beyond the unpaid balance on the shares o
stock owned by him.
ARTICLE IN.
| Whenever this corporation shall be dis
| solved, either by limitation or otherwise, il
/ affairs shall be liquidated by two commits
| sioners. to be appointed by the stakeholder
| at a general meeting held for that purpose
Said commissioners shall remain in offic
until the affairs of said corporation shall
have been fully liquidated, and in the even
Of the death Of one Of said commissioners
the survivor shall complete the liquidation
Thus done and passed, in my Office at tn
city OF New Orleans, on the day, month an
| year herein first above written in the pres
ence of Messrs. Geo. G. Delvaille and A
| Casey, competent witnesses who have here
unto signed their names with the said az
pearers and me, notary, after due readin
Of the whole.
Original signed: Henry Wendell, ST., job
G.. Wendell. Louis A. Wendell.
| Witnesses: Geo. g. Delvaille, Ant. Casey
EMILE PONIES, Not. Pub.
I. the undersigned. Recorder Of Mortgage:
in and for the parish of Orleans, state Q
Louisiana, do hereby certify that the abOy
and foregoing act of Incorporation, of tn
National Refrigerator and Fixture Co. wa
this day duly recorded In my office, in boo
| loss. folio 81.
New Orleans. January 90. 1913.
| (Signed) EMILE LEONARD, by. Gil
| A true copy.
! EMILE PONIES, Not. Pub.
, feb Is 20 % march Is 20