The herald., 1914-09-17
CHARTER

Be it known that on this eighth day of the
| month Of September IN the year OF our Lord
one thousand nine hundred and fourteen, ard
| Of the independence OF the uItCd States 81
| America, the hundred and thirty ninth,
| before me, Charles |. Dcncchaud, a notary
| public, duly COMM siOned and qualified, IN
| and tor tins city and the parish OF Orleans,
therein residing, and in the presence OF the
| witnesses hereinafter named and undeTS gncd,
| personally came and appeared the several
| persons whose names are hcTCunto subscribed,
| who Scveral!y declared that avaIlIng them
| selves OF the laws OF the state Of louisiana
| IN such cases made and provided, they have
| covenanted and agreed and d. by these pres
! eutS covenant md agree and bind themselves.
| Is well as all such persons may hereafter
| become associated with them, to form cor
| purat!ou Tor the objects and purposes aud I'LL
| der the articles and stpu.dt0ns following,
! Article 1.-The name Of this corporation
| shall be Charles Fcrran and Company, Inc, %
| and under ITS sand corporate name II shall
| have power and authority to have and enjoy
| ynlpp'"ic cNlNlCtrc and succession tor the
| full term and period ~ ninety -uIuc year,
| from and after the date hereof; to contract,
| sue and be sued; % make and use a Onrpyr-
! ate seal, and the same TO alter and break al;
| pleasure; TO hold, receive, lease purchase and
! convey, as well - mortgage and hypYthccafe
property, real, personal and mixed, CorPurcal
| and ITCOTpOrcal; 10 name ard appoint sU,h
| managers, agents, directors and officers as is
| business, interests and convenience NAV re-
J quIre, and to make and establish, as well as
| alter and amend, from time 10 time, such by
l!dwS, rules and regulations Tor the III per
! government Of the affairs Of SAID corporation
! as may he necessary and proper.
1 Article ll.-Ihc dourCIiC Of said corpora.
| ton shall be in the city 81 New Orleans, state
| OF Louisiana, and all citations or other legal
| process shall be served upon the president Of
| SAID corporation, or IN the event Of hIs alb
| -cnCc, upon the yCc.prcSldCnt thereof, and
! III the absence OF both Of said officers, upon
| the secretary treasurer OF said corporation.
| Article lll.-Ihe objects and purposes far
| which tins corporation Is organized and cS-
| tabIshcd and the nature OF the business t.
| be carried on by 1t are hereby declared TO be:
To engage IN the general machinery business
| IN all If ITS branches IN the state OF LOulSI-
| ana and elsewhere, and in connection with
| said business and part of the conduct there
| OF to buy, own. operate, lease and sell shops
Tor the construction, erection and repairs OF
| and 10 machinery, electrically, steam. hand
| or otherwise driven; TO acquire by purchase
or otherwise machinery or parts OF machinery
| OF every kind and nature, the same to sell
either III the form and shape in which II was
acquired or after having been altered or add
ed to; to acquire and dispose OF patents and
patent rights; to erect and construct maChIu-
cry the parts thereof upon q royalty basis :,
and generally to do and perform upon a com
| mission, retail and wholesale basis, any and
| all things Incidental pertinent or necessary
| to the objects and purposes OF this corpora
ton.
Article IV.-The capital stock Of this cor
poration is hereby fixed at the sum OF fifty
| thousand dollars j$5OOOOOO, divided INFO and
represented by nrc hundred 600 shares Of
stock Of the par value OF one hundred dol
| lars SlOOpD) each. SAID stock shall be paid
tor IN cash or IN such installwents ard at
such time and after such notice to subscribers
as the board OF directors may TX, OF same
may be issued at not less than par for labor
done or services performed for said corpora
ton or for property or rights actually re-
CeINCd by said corporation.
Thirty thousand two hundred (S5J,20GO
dollars OF the capital stock has been sub
1 tl..gl tf,r
| ing this act Of Incorporation and this corpor.
| alton will become going concern and snail
ne authorized 10 commence business when
and soon as twenty-five thousand dollars
(S25,uUuOOJ Of its capital stock shall have been
paid for.
All transfers OF the capital stock OF this
corporation shall be made and entered on
the stock book OF the corporation and no
transfers shall he III any manner binding on
this corporation unless So entered.
No sale Of stock OF this corporation shall be
valid unless hrst offered for a period Of ten
days To the stockholders, through the board
OF directors, at price not to exceed its book
value. Upon the failure OF the Stockholders
to avail themselves OF such purchase, EOtd-
ton Of such fact shall be made by the sccre-
tary-treasurer upon such certificate or certih-
Gates having been previously rendered III
COrdduCe herewith and thereafter said stuCk
may be sold without further restriction. sue
Cecding purchasers thereof, shall, however.
De required to offer the same to the stock
holders for the term and al the value herein
above designated before dISpoSIng OF same
and all stock acquired in this corporation shall
be subject to the provisions OF this charter.
Article N.-lhe capital stock OF tins cor
porauon may be increased to the sum OF one
hundred thousand dollars (SlOOOCOUU by
vote OF two-thIrds OF all of the stock, al
meeting called Tor that purpose
Article Wall the corporate powers OF
this corporation shall be vested in and cxer-
cised by a board OF directors. composed OF
three stockholders, a majority of whom shall
constitute a quorum for the transaction OF
business. Said directors shall be elected at
general meeting OF the stockholders Of this
corporation, to be held on the second Monday
IN January in each year, unless SAID day
shall be a legal holiday, i'll which event, SAID
election shall be held on the next succeeding
business day Notice of said election shall
be given to each stakeholder in writing by
letter addressed and mailed to his last known
residence at least fifteen days before such
meeting.
The board of directors shall at its first
meeting elect from among its members pres
dent. vice-presIdent and secretary-trea-
Surer
Any vacancy occurring among the direc-
tors OF this corporation by death, resignation
or otherwise shall be filled by election for the
uneXpIred term by the remaining directors
from among the stockholders OF this corpOr
alton.
The first election for directors shall be held
at the annual meeting OF the corporation on
the second Monday in January, 1915, until
which time or until their successors shall
lowing shall constitute the hrst board OF dI
rectorS: Charles Ferran, of New Orleans
Rene Labade, Of New Orleans, and William
Gallagher, OF New Orleans, of whom Charles
Ferran shall be president, William Gallagher
shall be viCe-presdent and Rene Labadie
shall be secretary treasurer.
The failure for any cause TO elect directors
the day stipulated shall not dissolve this
corporation, but the officers and directors then
in office shall hold over until their successors
shall have been duly qualified In the event
OF any failure to hold the election OIL the date
stipulated, the president of the corporation
and in his absence the vice-president, shall
Immediately thereafter call a election
to be held after notice, as hereinabove pro-
vided, shall have been given to each stock
holder. At all elections and meetings OF
stockholders of this corporation, each stock
holder shall be entitled to one vote for each
share of stock registered in his name and
may vote in person or by proxy. All elections
shall be by ballot
Article Widths act of incorporation may
be changed modified or amended, or the cap
ital stock increased decreased, by aud
with the consent of two-thirds Of all the
stock.
A change in the objects and purposes may
be made only by a vote of all OF the stock
heretofore issued and an increase OF the cap
ital stock in excess of the amount originally
named herein the sum to which the cap
ital may be increased, may be made by three