The herald., 1914-07-09
CHARTER OF THE
SPECIALITY MANUFACTUR
ING COMPANY.

United States az America. State Of Louisiana
CIV ~ Ncw Orleans, Parish Of orleans
Re i, sr1wa, That on '1l' @ih Day o. u,
month # MAJ, Iu tn, year a. plr Lord, oHt
thousand nine hundred ard fourteen, and o'
the Irdep,udcncc e the United states .i
America tne one hundred and thirly-elEat"
before me, ARTHUR A. HpkEN'; lo.a'S
public, 90 and for the farlsh ~ orleans
STATE Of Louisiana, duly commissioned and
qualified and d. the presence q the VII
ucs,es i,rl.uaitcr named and undersigned d
personally came and appeared ia' io'l.E ~ :
PERSONS whose Eamce are hcreuaig 7los,TlptH
t0ycthsr Ri.h the amounts Of their TeNFte
rIvc Subscriptions % the capital STOCK ot Lae
coronation % be formed "hD StFrF..ly o.,
.la-e that, avaIlyInE themselves II The pro
VISIONS 0f the general laws o. the S;ate Oh
Louisiana relative - the oFgafl1ahon OF COZ
poraiions, they have ooyrranici ana atfteui
a.i do by these presents covenant ana
agree, aud bind and ollsa'e irsmss ives aS
we'll as such o.Hcr persons as NAV hy.'a'. q
bsCornc associated Nth them, Or their sue
cessurs, 20 form and constitute 'heEs';'Ss
into A corporation and Dofy point. IN I4"'
and for the objects ard purposes ana uhlet
agreements and stpuiauons following 10
Article !. The name and title Of this cGT-
r,r-.rrn shall De the PLj NBEKS SPkI lAL-
~ VaHsSI'FACIURING COMPANY, and by
that name said corporation shall have po%'r
and authority % have and ENJOY succession LoI
ths full term OF Uiuety-nine years from '.c
date hereof: 10 contract, sue and be suel; 70
may. and use a corporate seal, e. purchase
and receive, lease, hold, sell d"d convey
as well as mortgage and hyF''Neo4t., prop,
rrty, real, personal and DlNcdi 70 name anu
srrYir, such officers and agents IS the IN,
'cP,sf Of sad corporation may require, ana
10 make and establish such 5ylaws ana feSu'
.ati0rs fyr the proper management anu itEu
IatlOu Of us tfalrs as may De deemed H'N'A
,ary, and IL, same 20 change ana aier al
Article II. The domicile OF said corpora
r,u shall he IN the city OF New O''eth'i
STATE Of Louisiana and a.! cltatloGG' ,,sl. anu
The president Of SAID corporation, .and' N
the case Of his absence upon the vice pres
Idc1t, and, in case OF the absence oi the'e
ra.gcrS upon the secretary thereof.
Article Ill The obJeo's and purposes foT
which this corporation IS established, and
the nature OF the business TO be cainSa on
sale Of plumbing appliances, tools, maCh'icsi
sundries and objects OF whatever nature anu
kind whatsoever used in md for the plumb,
ing business; to make, manufacture and sell
a certain patented valvcieSs closet and any
by it are declared to be the purchase ana II
plumbing goods and supplies, and to do all
th:ngs rCedful and necessary TO acquiS inc
right t9 manufacture :he said valveless closet;
and to these ends 10 purchase, use lease
mortgage, pledge or otherwise acquire qlIs-,,a
and construct plants or manufactures, ana
generally TO do all acts and to enter INTO ali
contracts that may be necessary, conVenle'l'
or auptOpriate in the aCcompliS Shment ot me
7forrs. Id purposes: To represent others as
agents or otherwise, III the same or sihii"r
lines OF business; TO acI as manufacturers
agents and TO receive goods on consignment
and dispose Of same on commission or otheT-
wise.
Article " The capital stock Of this cor
poratiou shall be 5000, divided into hVe
hundred shares OF the par value OF one
hundred dollars per share, payable when IS
sued IN cash, or other property, or Tor seIV-
ices rendered. or actually performed as de-
cided by the board OF directors, and this cor,
poration is 10 be a gong cenceTn %hen 49,
of said stock has been subscribed aud paid
for Each share of stock shall be entitled
TO one vote at all general elections. :,
Article " No stoC Ckhoider shall ever be Ila-
Bile or responsible for the Indebtedness, faults
or defaults of this corporation, nor shall any
mere informalty IN the organization OF Inc
corporation have any effect OF rendering the
charter null or OF expoeing the stockholders
10 any liability beyond the unpaid balance,
II any, on his stock subscription.
Should any StoCkhOlder desire to sell his
stock he shall first offer the same to the
stockholders of the company through IT'S
board of directors, and the stockholders who
desire TO purchase shall have the right TO
purchase the same, in proportion to their
holdings Of stock in the company at Dook
value. Should any stockholders IN thirty
DAYS after notice having been gwen, fail or
refuse to purchase the stock offered tor sale,
such stock may be sold TO any one.
No transfer Of stock shall be made OF held
% be valid and binding unless made on
in pursuance OF the provisions OF this char
ter .
Article VI This corporation shall have all
powers granted to such corporations by law;
and shall have the power 40 contract, sue ana
be sued in its corporate name, and to own,
hold, receive, loan, lease, purchase, sell and
convey or mortgage any or all OF ITS ehects,
or to hypothecate its property, and to do
any and all acts thI-gs OF any kind, ma
ture or description, may be necessary TO
carry out the objects and purposes OF said
business as its interests and convenences
may require.
Article VII. The business of said corpor.
alton shall be directed and vested in board
of directors composed OF three stockholders,
a majority Of whom shall constitute quorum
for the transaction of all business, and the
said directors as first constituted shall be
3 b. Stewart, A. F. Mazurette, Jr., and Emile
NJ. Babst, and they shall hold office until
the first Tuesday in May, 1915, and on that
day and from each and every day thereafter
elections shall be held annually for directors
at the principal office of the corporation.
Failure TO hold an election on the day speci-
fed shall not dissolve the corporation, but
the directors in office shall hold their respec.
tive Office until election shall be held
after ten days notice of the time and place
thereof given TO each Stockholder. The an
nual election shall be held on the hrst Tuesday
of May, 1915, and thereafter on the hrst Tues
day Of May of each succeeding year, and the
directors shall be chosen by ballot, and the
election shall be held between the hours OF
ten a. IN. ana tOur y. m All vacancies on
the board of directors occurring between elec.
ton for whatever cause shall be filled by the
remaining directors. The first board of di.
rectors and every succeeding board of direc'
tors thereafter shall elect its principal ofh.
GERS for the term of their election, and only
stockholders shall be eligible for election as
a member of the board Of directors.
Article VIII. Whenever this corporation
is dissolved, either by limitation or for any
other cause, its affairs shall be liquidated by
the board of directors, who are hereby vest
ed with full power to sell any and all as
sets of the corporation, either separately or IN
mass, and to convey full and complete title
thereto, and shall have full power TO do and
perform all acts necessary and proper TO
fully and completely liqudate the affairs
and distribute the proceeds, If any, among
the stoc ckholders of the said corporation to
the amount of stock held by each.
Article TX. This act of Incorporation may
be amended, altered or modified, or this cor
poration dissolved by a vote Of three -fourths
OF the shares of the total amount OF stock
at a meeting convened for that purpose after
ten days notice in writing mailed TO the
address of each stockholder.
Thus done and passed in my Rotarial Office
in the city Of New Orleans, State OF Louisi.
ana, on the day, month and year herein
first above written, and in the presence of
competent witnesses, who have hereunto
signed these presents, together with the par.
ties herto and me, notary, after a reading of
the whole.
Original Signed
Samuel II. Stewart, 10 shares; Emile NJ.
Babst, 30 shares; A. E. Mazurette, Jr., 10
shares.
W. CATESBY JONES,
WM - EnWARnS