The herald. [volume] (New Orleans, La.) 1905-1953, 1914-02-12

Article 1.-THE domicile of this corpora
| ton shall be in the city of New Orleans,
! state OF Louisiana, and all citations and other
| legal process shall be served on the president,
| and in his absence upon the vice-president,
| and in his absence, upon the secretary of
thus corporation, and upon the absence Of the
| above named officers, upon any person deslg-
| mated by the board of directors hereof
! Article lll.-Ihe objects and purposes for
which this corporation is established and the
/ nature of the business to be by il carried on,
are hereby declared to be to engage in and
| carry on IN this city, and elsewhere, the bus
mess OF general contracting and building, and
| 10 do all things necessary, proper, incident,
aud convenient, to the said business, or in
I any wise relating thereto.
! Article lV.-The capital stock OF this cor
/ Poration is hereby fixed at the sum of twenty;
! i've thousand dollars (S2S,0O0c) to be divided
/ INTO two hundred and fifty shares ESQ at the
par value of one hundred dollars $4,000
/ each; the said shares shall be issued at par,
/ tgll paid, and worcestershire, and when Is
/ sued shall be issued for cash property or
the equivalent thereof; no transfer OF stock
shall be binding this corporation unless
I rac0rded on its books.
This corporation shall be a going concern as
| soon as three thousand dollars CS3,OOOOO) OF its
capital stock shall have been subscribed for.
If any shareholder shall ever desire TO sell
| his stock IN this corporation, he shall hrst
/ give a written notice OF such intention TO both
/ .hls corporation and the stockholders thereof,
/ TOR the full term OF ten days (lO), giving no.
uCc OF such intention 10 sell his stock, or por-
II
/ days notice, this corporation or the sharehold-
ers thereof, or any Of them, do not purchase
| the said shares at the book value thereof, then
I the shareholders, offering to sell said shares,
| shall have the right to sell the said shares
as he sees 1T and to whomsoever he sees ut.
Article N.-All the powers Of this corpora
non shall be vested in and exercised by a
board of directors TO be composed of a presi-
dent, vIce-presIdent and a secretary-treas'
urer the first board OF directors shall be COM
posed as follows: Joseph J. Lagarde, pTesI-
dent; Edward J. Barmcr, vice president; Al
bert n. Robelot, secretary-treasurer, which
board OF directors shall hold office until their
successors are elected and qualified. The
board of directors shall be elected annually
on the first Monday OF January, except in the
year 1914 All directors shall hold office until
their successors are elected and qualified, and
all elections shall be by ballot conducted al
the office Of this corporation under the super
vision Of three commissioners appointed by
the board of directors. Each stakeholder shall
have vote for each share Of stock stand
ing in his name on the books of this cOrpor-
alton, to be cast in person or by proxy in
writing, and a majority Of votes thus cast
shall elect.
Any vacancy occurring among the direc-
tors by death, resignation or otherwise, shall
be filled by election for the remainder of the
term by the remaining directors. A failure
10 elect directors shall not dissolve this char
ter, but the board of directors then in office
elected and qualified. Each director shall
own at least one share of stock.
The board of directors shall have power TO
issue full paid shares of stock, in this cor
poration for cash, or IN payment for labor
done or for property actually received by this
corporation. Each director shall have a right
to appoint a proxy to represent him at the
meetings of the board of directors, the said
proxy to be in writing.
Article Nl.-Whenever this corporation shall
be dissolved either by limitation or from any
other cause, its affairs shall be liquidated by
three commissioners TO be appointed by the
board OF directors, said appointments shall
be ratified at a general meeting of its stock
holders convened for that purpose, of which
said meeting, the stockholders shall have no.
tiCe given in the manner provided in the next
article of this charter and a majority in
amount of the capital stock represented at
said meeting shall be requisite TO determine.
Such commissioners shall remain in Office
until the affairs of said corporation shall have
been fully liqudated In case of the death of
one of the said commissioners the
vacancy shall be filled by election by the
Article Widths act of Incorporation may
be modified, changed, altered or amended, or
the SAID corporation may be dissolved with
the assent of three-quarters of the capital
stock represented at a general meeting of
the stockholders called together for that pur-
pose, after notice thereof shall have been
given in one or more newspapers of the city
Of New Orleans, La, once a week for four
weeks preceding the date of the said meeting,
and by written notice addressed to each
and every stockholder on the books of the
OF the said meeting, at the post Office address
designated by him in writing.
Article VIII.-No stakeholder shall ever be
held liable for the contracts or faults of the
said corporation in any further sum than the
unpaid balance due by him to this corpora
ton on the shares of stock subscribed for by
him, nor shall any mere informality in or
ganization have the effect of rendering this
charter null or of exposing a stakeholder to
any liability beyond the said unpaid amount
due by him as foresaid.
The list of subscribers signed hereto shall
serve as the original subscription list of this
charter, and corporation.
Thus done and passed in my Office on the
day, month, and year aforesaid, in the pres
ence of Messrs Scott E. Beer and Edward
Roche, competent witnesses who have here
unto signed their names, together with the
SAID appearers and me, notary, after a due
reading of the whole.
Names of subscribers omitted)
witnesses: Scott Z. Beer, Edward Roche
EDWARD NJ. ROBERT, Notary Public
/, the undersigned recorder of mortgages in
and for the parish of Orleans, state Of Lou
iisiana, do hereby certify that the above and
foregoing act Of Incorporation of the PAN
American Bldg. Co, Ltd, was this day duly
recorded in my Office in book lll9, folio 36S.
New Orleans, La, Dec. 90, 1918.
(Signed) EMILE ]. LEONARD. DIV. R
l certify that the above is a true and cor.
rect copy of the original charter of record in
my current notarial records, except the names
OF the subscribers thereto, together with the
certificate OF the recorder of mortgages affixed
thereto.
In faith whereof sign my name and afix
EDWARD NJ. ROBERT, Notary Public.
jan IS p o feb II