The herald., 1914-01-22

/, | Article Ill.-lhc objects and purposes f.
! which this CORPORATION Is organized and m,
! nature Of the business 10 be carried on b,
II are hereby declared 70 be:
To manufacture, buy, sell. export. iwpeT
and generally to deal in springs aud nat
tresscs of every kind and description; 20 prlr
chase, hold, lease and Otherwise acquire, con.
struct, maintain and operate factories mills
lumber yards, Offices. branch Offices and ali
oIheF buildings establishments ana other ap-
piianceS, either IN thls state or C'-ca here. -
may be necessary convenient %. Iccmc
proper for the prosecution OF ITS business. 20
make and establish such hy laws and gcgIla-
tons Tor the proper maragcmeUt and rcsuia.
ton OF ITS AFFAIRS a may be necessary and
proper, and the same 90 amend, change, alter
or repeal al pleasure, and generally 90 d. ~
such other and further things as may Be nee
! essary OF incident 90 the o9nduc. g the bus
mess herein contemplated
Article IV.-The capital stock Of this cor
! poTatI0u Is rNcd ~ the sum OF twenty-five
| thousand tS15.uDuU dollars. 20 re divided
| the par value OF one hundred 500 dollars
each which shares shall he paid FOR IN cash
at such time and IN such manucr Us The
| board OF directors may determine. and said
stock may be issued By the board II drec-
| tors IN payment OF property or other things re-
! ceiyed or purchased by sad corporation, or
| for labor done or services rendered, may
be determined by ITS said board Of direc-
| tors
This corporation may commence the trans
| action OF business under ITS corporate name
J
IT'S capital stock shall have been subscribed
for. Certificates OF stock fully paid and non
| sssessable shall be ISSUED to each subscriber
to the amount paid by him or u therefor.
| The capital stock Of this corporation may
| be increased Or diminished upon Cumpl yiug
with the laws Of the state OF Louisiana tela-
! i've TO the altering OF the capital stock Of
| Article V-Certihcates OF the capital stock
| shall be executed by the president; and the
secretary under the seal Of the corporation
! Nc certificate shall be issued until the capital
| stock evidenced thereby shall be fully paid.
| Certificates Of stock shall be transferred on
| The book ot the company under such rules
| as the board Of directors shall determine. No
| transfer Of stock shall affect the company
| until the same shall be registered on the
| Compauys books. No transfer or sale OF stock
| shall be made by any stakeholder until the
| corporation shall have been offered the same
| in writing and shall have refused to pur
| chase the same. The corporation shall have
! the first right to purchase a. ITS book value
| as carried on the books Of the company all
| stock offered for sale, which option 10 pur-
chase III favor Of the company shall exist for
period Of fifteen O5D days after said stock
| shall have been offered IN writing to the cor
| pOration as being for sale.
! Article NI.-All the corporate power Of this
/ corporation and the management and control
| Of its affairs shall be vested IN and exercised
| by board Of directors composed OF not less
] than five 81 stockholders, majority Of whom
shall constitute a quorum for the transaction
| OF all business, but the stockholders may at
| regular or called meetings increase this num-
Der OF directors as they may see mt, or they
may decrease the number Of directors at an
| uual meetings 10 any number as may be
| deemed fit by them, but they may not de-
| crease that number to less than tive. The
directors shall be elected annually by the
| stockholders at a meeting TO be held on the
| second Wednesday OF each year in the month
| of January, said meeting 10 be preceded by
ten days written notice 10 the stockholders.
| Each stakeholder shall be entitled, in per
| son or by proxy, to a vote for every share OF
stock owned by him, and all elections shall
be held under such rules and regulations as
may be determined by the board of directors.
| At such meetings all questions other than
| routine shall be decided by majority Of
the stock present or represented at such meet
| The directors when elected shall continue
: in Office for one year and until their success
sors have been duly elected and have quail
| fed. No failure to elect shall operate the
forfeiture of this charter. Any vacancy &C.
curing on this board shall be filled by the
board of directors for the unexpired term. The
| board of directors shall, at the first meeting
| after its election, elect out of its number .
president and more Independents, q
manager and also secretary-treasurer.
Immediately after the signing of this char
! ter, the stockholders shall without further
| formality elect a board of directors, who shall
serve until the election to be held in 1915.
| Article VII.-The funds of this corporation
shall be deposited from time to time in a
| bank or banks to be selected by the board Of
directors. All checks, notes, contracts or
other instruments drawn, executed or issued
in the corporations and behalf shall
be signed by at least two officers of the cor
poration.
No officer shall thu. sign or endorse the
| name of the corporation save strictly in its
concerns.
Article VIII-No stakeholder shall be liable
| or responsible for contracts, faults or debts
| of the corporation, nor shall any mere infor-
| mality in its organization have the effect of
rendering the charter null or of exposing any
| stockholder to liability beyond the unpaid
balance due on the shares owned by him.
Article lX.-This act of incorporation may
poration may be dissolved with the assent of
| the stockholders owning three-fourths of all
| the stock in this corporation at general
meeting convened for this purpose and after
At least ten days written notice of this meet
ing shall have been given through the mail
| addressed to each stakeholder at his last
known place of residence, as left by him with
the &c In of d s5l
wise, the stockholders shall elect from their
own number three liquidstors, who shall have
full authority to settle and wind up the bus.
| mess and affairs of the company. The terms
and conditions are that the compensation for
such services shall be fixed at the time of
the election of said liquidators.
In case of the death or inability Of any such
commissioner or liquidator before the liqui-
dation OF the affairs of the corporation,
successor to I'LL the vacancy may be appointed
by the stockholders.
writing may waive this notice and said dis
solution of the said corporation may be eff
fected by the consent of three-fourths of the
stock represented at such meeting.
Thus done and passed, at the city of New
Orleans, state of Louisiana, on the day and
date first above written, in the presence of
hessieurs William Herman Dart and Benja-
min w. Dart, both of the city of New Or
leans, state of Louisiana, competent wit
nesses, who signed these presents with the
said appearers and me, notary, after due read
ing thereof, the said appearers declaring
that they have placed after their names the
number of shares of stock respectively sub
scribed for by them and that they adopt this
as their stock subscription list.
Witnesses: William Herman Dart, Benjamin
w. Dart.
FRED. c. MARX, Notary Public
State Of Louisiana, Parish of Orleans.
/, the undersigned recorder OF mortgages in
and for the parish of Orleans state of Lou
isiana, do hereby certify that the above and
foregoing act of Incorporation of the American
Spring Manufacturing Company was this day
duly recorded in my Office in book 1ll9,
folio -. New Orleans, La, Dec. 80, 1913.
| (Signed) EMILE LEONARD, by. Recorder.
l hereby certify that the above and fore
| going is true and correct copy of the orig
| inal on file and Of record in my Office, except
| that the names of the subscribers and the
number of shares subscribed for by each
have been omitted.
(Signed) FRED c. MARX,
(SeaD Notary Public
| jan IS d q feb
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