The herald. [volume] (New Orleans, La.) 1905-1953, 1914-09-24
THE HER AID
CHARTER

' -
United States of America, State OF Louisiana,
| Parish Of Orleans, City Of New Orleans.
| 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, and
| Of the independence Of the United States Of
! America, the one hundred and thlrty-nlnIh,
before me, Charles }. Denechaud notary
| public, duly commissioned and qualified, IN
| and for this city and the parish OF Orleans,
| therein residing, and III the presence OF the
| witnesses hereinafter named ami undersigned,
personally came and appeared: the several
| persons whose names are heTeunio subscribed
| who SCyCralIy declared that, aTdlilng them
| selves OF the laws Of the state Of LOUISIANA
| il such cases made and provided, they have
covcnan'ed and agreed and b by these pre-
| CutS covenant md agree and bind thcmNciyr-.
| as well rs all such persons as may hereafter
| become associated with them, to form a cor
| poratIou Tor the objects and purposes and Jl-
| tu-NIt:
Arti,lc The name of this corporation
| shall be Charles Fcrran and Company, Inc,
| and under lls sand corporate name II shall
! have power and authority to have and enjoy
| corporate cNlStCrCc and succession tor the
! full tenn and period OF ninety nine years
| from and after the date hereof; 20 contract,
! sue and be sued; to make and use CorpoI
! ate seal, and the same 20 alter and break AZ
/ pleasure; 20 hold receive, lease, purchase and
| convey, as well as mortgage and hypOthCCaie
| property, real, personal and mixed, cOrporcdl
| and InCurpDycal, to name ard appoint such
| managers, agents, directors and officers as It's
! business, interests and convenience may Ic-
J cure, and To make ard establish, as we'll as
alter and amend, from time 10 time. such by
llavN, rules and regulations Tor he proper
government OF the affairs OF said corporation
las may be necessary and proper
/ Article II.-Thc domICIle of said corpora.
ton shall bc IN the city of 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
| ScuCC, upon the vice president thereof, and
IN the absence Of both Of said onCerS, upon
| the seCrctary-trcaSurcr OF SAID corporation.
Article llI.-Ihc objects and purposes for
which this corporation IS organized and cS-
tablIShcd and the nature OF the business to
be carried on by II are hereby declared 10 be:
| To engage IN the general machinery business
IN all Of ITS branches IN the state OF LoulSl-
| ana and elsewhere, and IN connection with
said business and IS part Of the conduct there.
OF TO buy, own, operate, lease and sell shops
Tor the construction, erection and repairs OF
and to 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 10 sell
either III the form and shape IN which il was
acquired or after having been altered or add
ed to; to acquire and dispose OF patents and
patent rights; to erect and construct machln-
cry or the parts thereof upon royalty basis:
and generally 10 do and perform upon com
mission, retail and wholesale basis any and
all things incidental, pertinent or necessary
to the objects and purposes OF this corpora
,on.
Article IV.-The capital stock Of this cor
poTation Is hereby uNcd at the sum Of fifty
thousand dollars jS50OUOpW, divided into and
represented by fire hundred $500 shares OF
| stock OF the par value of one hundred dol
lars $1,000 each. SAID stock shall be paid
Tor in cash or in such IuStallwcUts and a.
| such time and after such notice To subscribers
as the board OF directors may TX or same
may be issued Al not less than par for labor
done or services performed Tor sand corpora
ton or for property or rights actually re-
CClyCd by SAID corporation.
| Thirty thousand two hundred (S5l, 5000
| dollars OF the capital stock has been sub
! Scrlbcd TO the corporation at the time Of pass
ing tins act OF incorporation and this COrpOr-
alton will become going concern and shall
| Be authorized 10 commence business when
and as soon as twenty-five thousand dollars
tS2oHO0O 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 be in any manner binding on
| this corporation unless so entered.
| No sale OF stock OF this corporation shall he
tvalid unless first 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, nOta-
| ton OF such fact shall be made by the secre-
| tary-treasurer upon such certificate or CertIh-
| Gates having been previously rendered III
| cordanCe herewith and thereafter said stock
| may be sold without further restriction. Sue.
| CecdIng purchasers thereof, shall, however,
| be required to offer the same to the stock
holders for the term and at 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.-Ihe capital stock of this
| poration may be increased TO the sum Of one
hundred thousand dollars (Sl0O,OOOOl by
| vote Of twO-thirds OF all of the stock at
meeting called for that purpose.
| Article Wall the corporate powers OF
| this corporation shall be vested in and exer
cised by a board of directors, composed Of
three stockholders, majority OF whom shall
| constitute a quorum for the transaction OF
business. Said directors shall be elected at
| 4 general meeting OF the stockholders OF this
| corporation, TO be held the second Monday
| in January in each year, unless said day
| shall be legal holiday, in 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
! ident, 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
| unexprcd term by the remaining directors
| from among the stockholders of this corpor'
| alton.
The first election for directors shall be held
1 at the annual meeting of the corporation on
| the second Monday in January, 1915, until
| have been duly elected and qualified, the fol-
| lowing shall constitute the FIRST board OF dl-
| rectors: Charles Ferran, OF New Orleans;
| Rene Labadie, Of New Orleans, and William
| Gallagher, of New Orleans. OF whom Charles
| Ferran shall be president, William Gallagher
| shall be vce-president and Rene Labadie
| shall be SecretaTy-treaSCTer.
| The failure for any cause to elect directors
| on the day stipulated shall not dissolve this
| corporation, but the officers and directors then
1 in Office shall hold over until their successors
| shall have been duly qualified. In the event
| of any failure to hold the election on the date
| stipulated the president OF the corporation
| and in his absence the vice president, shall
| Immediately thereafter call new election
| to be held after notice, 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 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 NII.-This act of Incorporation may
be changed, modified amended, or the cap.
| ital stock increased or decreased, by and
with the consent of two-thirds of all the
| stock.
| A change in the objects and purposes may
4 be made only by a vote OF all OF the stock
| heretofore issued and an increase of the cap
4 ital stock in excess of the amount originally
| named herein as the sum to which the cap
| ital may be increased, may be made by three
| fourths of all the outstanding stock