The herald., 1914-05-28
CHARTER OF
pATENT MARKETING COMPANY

rTftt states ul -AltfItt, STATE HL Louisiana,
! Parish of Orleans, City OF New Orleans.
! BE 81 known, That TIN, sd day OF May
, Iyl4. and ~ the Independence of the nltcd
! state, pi America, the one hundred and thir-
r,-righ,h. before me. CHARLES f. FETCH
| NIGER. a notary public. duly commissioned
] and qualified lu and for the Parish Of Or
| leans. State OF Louisiana, aud IN the presence
InI the witnesses hereinafter named aud I'M
| dcr-igurd. personally came and appeared the
| several persons whose name, are hcrcuutD
subscribed who scycrally declared that. avail
! iug themselves OF the laws uf this State, ia
! such cases made and provided, they have
,uyruautcd and do by these presents cove
u4ut, agree and bind themselves to form and
constitute corporation and body poiluc IN
law for the object and purposes, and under
| the terms and conditions following to-wlt:
| Article !. This corporation shall be known
as the PATENT MARKETING COMPANY
and such shall have continuous succession
for ninety nine years, unless sooner DIS
solved. and shall have power To sue and to
he sued, to acquire and hold by purchase,
lease, or otherwise, property, real and per
>oual, movable, ImmOvable and mixed, and
the same 10 sell, lease. mortgage. pledge, by
potheCatc or otherwise dispose OF IN any
and every way Whatsoever; to draw, make
and IudOrSe bills OF exchange and prOmissOry
notes, and To- issue bonds; to elect and ap-
point such officers, directors and agents
the interests OF the corporation shall require,
and 10 make all necessary bylaws. rules and
regulations Tor the proper management OF
| rs affairs. and the same TO alter, amend,
repeal at pleasure, and generally to exercise
all powers that are conferred on corporation
organized tor the purposes hereinafter stated.
Article II. The dumiCilc Of tins corpora
ton shall be IN New Orleans, Parish OF Or
leans, State of Louisiana. and all citations or
other legal process shall be served on the
president OF this corPorauon' or, IN the event
Of his absence, on the vice president, or, III
the event of his absence, on the secretary
treasurer, in the order enumerated, and in
the event OF the absence OF said respective
| officers, at the office OF the company.
| Article III. The objects and purposes for
which this corporation Is organized. and the
mature Of the business TO be carried on and
conducted by II, are hereby declared to be
as follows:
To apply Tor. obtain. register. purchase,
lease, or otherwise acquire, to hold, use, own,
OF, manufacture and introduce, and 10 sell,
| assign, lease, pledge mortgage, grant or &C
quire, and otherwise deal III and with, or turn
to account any and all copyrights, COnCeS-
| SonS, trademarks, formulate. secret processes,
devices trade names and distinctive marks,
patents, patent rights, applications for pat
ents, brevetS dInventIOnS, and all lnyeu-
tions, licenses, privileges, Improvements and
processes used in connection with or secured
under letters patent or otherwise OF the
nIted States or any other country irClud-
ing the good will OF the same, or any such
property property rights; TO lease, rent,
erect construct, MAINTAIN and operate build
iugs necessary or incident to the business
herein contemplated, and to buy, sell, rent
! or lease real estate or personal property in
the course and conduct OF said business,
either in connection with said business or
proper and legal that may relate or apper-
tain to the objects and purposes herein set
forth
Article " The capital stock of this cor
poratIOn is hereby fixed at hundred thou
sand dollars ($lOOOOOOO), divided into and
represented by one thousand shares of the
par value OF one hundred dollars 10000 each,
| to be paid at such times and in such manner
| as the board of directors may deem TIT and
proper, and to be payable IN cash, property,
or services rendered.
| OF such authorized capital stock. two hun
dred and fifty shares, amounting to twenty
1--WE thousand dollars (S25,0O0), shall be pre-
| fcrred stock, and seven hundred and fifty
| shares, amounting to seventy-tlve thousand
dollars (S75,OCOD. shall be common stock.
| The holders OF the preferred stock shall be
entitled to receive, when and as declared from
the surplus net profits of the corporation,
yearly dividends at the rate of seven per cent
per annum q per cent?, payable on dates to be
determined by the board of directors. The
dividends on the preferred stock, to the ex-
tent of seven per cent per anuum q per cent?
and more, shall be cumulative and shall be
PAYABLE before any dividend on the common
stock shall be paid set apart, so that, If IN
any year dividends amounting to J per cent
shall not have been paid on said preferred
l stock. the deficiency shall be payable before
any dividends shall be paid or set apart for
| the common stock.
Whenever all cumulative dividends on the
preferred stock for all previous years shall
have become payable, and the company shall
have paid such cumulative dividends for pre-
| vious years, shall have set aside from its
surplus or net profits sum sufficient for
the payment thereof, the board of directors
may then declare dividends the com
mon stock, payable then thereafter, out
Of the remaining surplus or net profits
Each share of common stock shall entItle
the owner thereof. either in person by
proxy, to cast one vote at all meetings of
stockholders, but the preferred stock shall
have voting powers whatsoever.
In the event OF any liquidation or dssO-
luton winding up whether voluntary or
/ involuntary of the company, the holders Of
the preferred stock shall be entitled to be
paid in full both the par amount OF their
shares and the unpaid dividends accrued
thereon before any amount snail be PAID to
payment to the holders of the preferred stock
OF its par value and the unpaid accrued divi-
dends thereon, the remaining assets and
funds shall be divided and paid TO the hold
crS of the common stock according TO their
respective shares
Certificates of stock shall be signed by the
president and secretary-treasurer, and this
corporation shall become a going concern
when three thousand dollars $4,000 of its
capital stock has been subscribed for.
No transfer of stock shall be binding upon
the corporation, unless said transfer has been
made upon the books OF the corporation; nor
shall any stakeholder pledge or hypothecate
his stock without FIRST obtaining the permits
sion of the board of directors; nor shall any
| stakeholder be permitted to sell his stock
without first offering same to the corporation
for sale at its book value, said offer to be in
| | writing addressed to the board of directors,
the corporation to have ten (lO) days in which
to accept or reject said offer. In case of con-
troversy the board of directors shall deter
mine the rule by which the book value shall
be arrived at.
Article v All of the corporate powers of
this corporation shall be vested in and ex-
! ercised by a board Of directors composed of
| three stockholders "A majority to constitute
| a quorum for the transaction of all business.
The board OF directors herenabove provided
for shall be elected annually at a general
meeting of the shareholders to be held on
the second Monday in May. 1915, and each
| and every succeeding year thereafter, after
{ ten (O days notice in writing mailed 10
each holder OF common stock at said share
t holders last known address.
I The board OF directors shall elect from
T. their own number president, vice presi-
, dent, and shall further elect or appoint a
| ScCretary-trcasurcr, who may may not be
= a shareholder And such board OF directors
= shall serve until their successors have been
duly elected and have qualified.
! Special meetings of the shareholders may be
held at the request OF any three shareholders
by a call of the board of directors, after
ten days notice in writing as above
D provided, stating the object of such meeting
E Any vacancy in the board of directors, from
: any cause whatsoever, shall be filled for the
uneNplred term by the remaining directors
Article VI. This act of incorporation may
be changed altered or amended, or this cor
poration may be dissolved by a vote Of two.
: thirds OF the common stock issued, at a
general meeting convened for that purpose
after thirty 800 DAYS notice in writing
mailed to each shareholders last known adj.
= dress, and after ten Q0) days publication in
one of the daily newspapers in the city of