The herald., 1914-03-12

der the articles and SupuiatlonS ioIlowIns
tO-wIt:
Article l. The name and style Of this cor
yoratlon shall bc the New Orleans Cycle
Gar Company. Limited, and by SAID corpoT-
ate name 1t shall have and enjoy succession
for period OF ninety nine years, UNI less soon
cr dissolved. and have all the rights, PRIV
llcgc, and IwmuuItIcS granted by law u cor
ppra,Ious. and under sand corporate name Il
shall have power To contract, sue and be sued,
90 make and q corporate seal TO hold,
receive, purchase, convey, hypothccAte. lease
or pledge property, either real or personal,
% issue bonds, notes and other evidences OF
debt: Co have and employ such managers, d.
rectprS. officers, agents and other employees
as the interest aud convenience OF the cor
pordtIou may require, and TO make rules and
regulations Tor It's corporate management and
control
Article II. The domicile of this corpora
ton shall be IN the CITY of New Orleans, /
State II Louisiana, and all citations or other
legal process shall be served upon the Pres.
idcut, IN case OF has absence or inability
TO act, upon the Vice President, or IN the
absence Of both, upon the Secretary Treasurer.
Article III. The objects and purposes. Tor
which this corporation Is formed and the
nature Of the business TO be carried on by
It are hereby declared to be as follows. To
manufacture, buy, sell, and deal in autOmO-
hiles and motor vehicles Of every kind and
description, and all parts and accessories
thereof; to act agent tor manufacturers OF
the same and to buy, sell and exchange au.
tomObleS and motor vehicles and all parts
and accessories thereof as agent on Commls-
otherwise; to build, MAINTAIN ana
operate buildings, storage houses and garages
for the storage and repair OF, caring tor and
keeping Tor hire therein Of automobiles, NO
torcycles and motor vehicles OF every KIND,
nature and description; 10 export and import
automobile vehicles and motors Of any kind
whatsoever, and generally to manufacture,
buy, sell and deal IN, either as principal OF
as agent on commission or otherwise, all
goods wares and merchandise necessary Or
incidental TO the sale, operation, repair or
equipment OF automobiles, cycle cars, motor
| cycles. or motor vehicles Of any and all kinds,
and to that end to take, acquire, purchase,
| hold. own. rent, lease, buy or sell or exchange
| all property, real and personal incidental to
or capable OF being used IN connection with
| the aforesaid business.
Article " The capital stock of this cor
| poratiou Is hereby declared to be the sum
| OF >eveuty-hve hundred tS75y0pD dollars d.
| yIded into seyenty-nve G5l shares Of the par
| value Of one hundred CSlDp) dollars each.
| said stock shall be issued for cash or IN pay
| ucnt for property actually received or pur-
| chased by said corporation or tor labor done
| or services rendered, and shall be full paid
| At the time of its issuance and nOn-asNessd-
| bic This corporation may commence business
| as soon as three thousand $500 dollars OF
| the said stock shall have been subscribed
| for. No transfer OF the capital stock shall be
! binding upon the corporation unless recorded
| on the books thereof and made III accordance
| with the charter and bylaws. No stock
| holder shall have the right TO assign or trans
fer all or any part Of the stock OF TINS cor
| pordtIon without first having offered the same
| in writing to the other stockholders, at 4
price equal to the value Of said stock as
! shown bv the books OF said corporation. Such
| offer 10 sell shall be made 10 the corporation
| through the ScCretary-Ircasurer by registered
letter, and II within thirty days from the
receipt OF said notice none Of the other stock
! holders accept said offer 10 purchase said
stock, then the same may be sold or trans
| ierred 10 any other person or persons.
| All certificates Of stock shall be signed by
| the President, in his absence by the Vice
President, and countersigned by the SecTe-
tary-Treasurer OF the corporation, and there
] shall be printed or written across the face
OF each certificate Of stock: This certificate
is issued and shall be held subject TO the
charter and bylaws OF the corporation Said
| capital stock may be increased or decreased
in the manner provided by the laws Of this
State.
Article V. All the corporate power Of said
corporation shall be vested in and exercised
by Board Of Directors to be composed OF
three stockholders, the majority of whom
shall constitute = quorum for the transaction
| OF business. The first Board of Directors
shall be composed of Julius c. Werner, Isaac
T. Rhca. Jr., and William s. Campbell, with
the said Julius {. Werner as president. Isaac
| +. Rhea vice president, and William 5.
smFbell as secretary treasurer said officers
and directors shall hold office until the sec
end Monday in March, 1915, until their
successors are duly elected and installed. On
the second Monday in March, 1915, and an
nually thereafter, meeting OF the stockhold-
crs shall be held for the purpose OF eleCtIng
directors for the ensuing year; such election
shall be by ballot, at the domicile of the cor
poration, and the stockholders receiving the
votes Of the majority of the shares cast shall
be declared elected. Failure to hold an cleo
| ton on the day specified shall not dissolve
| the corporation, but the directors in office
shall hold over until an election shall be
held Neither shall failure TO hold an annual
| meeting cause forfeiture of this Act OF In
. | corporation. The directors when elected shall
select from their number President, ice
| President and a Secretary-Treas They
shall appoint such other officers, agents and
employees as may necessary or proper, who
| shall hold office subject to the pleasure OF
. the board. In case OF vacancy in the Board
, OF Directors, from death, resignation, removal
, or any other cause, the remaining members oil
the board shall act as full board until the
next annual meeting. In case OF such a va
Cancy among the officers, the board shall have
power TO hll such vacancy from among The
: stockholders Of the corporation. The direc
tors shall have power to enact such bylaws
rules and regulations as may be necessary
i and proper, and shall specially have powe
to contract debts, borrow money, execute
mortgages, and generally to do all things in
1 cident TO the objects and purposes Of sai'
! corporation; and moreover, shall have Powe
i and authority to issue full paid shares .
stock or bonds as the obligations of said cor
poraton. in payment Of labor done or money
| borrowed, or property or rights received o.
purchased by said corporation.
All promissory notes, drafts, checks, &C
ceptances, contracts and other evidences o
Z Indebtedness, as well as all obligations of al
: kinds binding upon this corporation shall b.
signed by the President and the Secretary
: Treasurer
Article VI. Notice of all meetings of stock
holders for election of directors or for any
. other purpose, shall be given by tn
! SecretaryTreasurer, by written print
ed notice, by depositing in the mail, postage
prepaid, and directed to each stakeholder a
1 his her last known address as shown b,
the books of the corporation. Said notic'
4 shall be mailed fifteen C5) days before TN
date set for the next meeting, unless thu
same is waived in writing by all of the stock
holders appearing on the books. At all sIci
meetings every stakeholder shall be entitled
to vote for each share of stock standing
in his name the books of the corporation
to be cast in person or by written or printed
proxy-and the majority of all the votes cas-
{ shall be sufficient to decide all question:
voted upon except for the alteration, amend
{ ment or modification of this charter or tn
= dissolution of the corporation.
c Article VII. No stakeholder shall ever b
c held liable or responsible for the contract
or faults of this corporation any further thai
n the shares owned by him.
: Article VIII. This Act of incorporation
s may altered, amended or modified, or tn
l. corporation dissolved by vote of two-thrd
$ of the capital stock present or represented a
d general meeting of the stockholders calle
d for that purpose as per notice provided 1
e Article of this Act, and in case of dissc
n luton at least a majority of the entire stoc
e must be present represented at such nee,
j. ing and the stockholders at such meeting sha
5, elect two liquidating commissioners who shal
: have entire charge of the assets of the col