The herald., 1914-07-23

bonds or securities of other corpora
tons in connection with its business,
| and to use and apply its surplus earn
| ings or accumulated profits to the pur-
chase or acquisition OF its own capital
stock, from time to time, ana TO Such
extent and in such manner, and upon
such terms, as its board OF directors
shall determine.
ARTICLE IV.-The capital stock of
| this CORPORATION shall be one Hundred
Thousand Dollars ($lUU,uvUJ, divided
| into one thousand shares Of the par
value Of one hundred dollars each, pay
able, when issued, in cash, or other
property, or for services rendered, or
actually performed, as decided by the
| board Of directors, and this corpora
| tiOn is to be a going concern when
! twenty thousand dollars OF said stock
has been subscribed and paid for.
! ARTICLE N-No stakeholder shall
| ever be held liable or responsible for
| the Indebtedness, faults or defaults Of
| this corporation, nor shall any mere
informally in the organization of the
corporation have any effect Of render
ling the charter null, or Of exposing the
stockholders to any liability beyond
the unpaid balance, If any, on his stock
subscription.
should any stakeholder desire to sell
| his stock he shall first offer the same
| to the stockholders of the corporation,
! through its board Of directors, ana the
I tOCkhOldcrS who desire TO purchase
u
| same, in proportion to their holdings
| of stock in the corporation, at book
! value. Should any stockholders in
| thirty days aft notice having been
| given fail or refuse 10 purchase the
stock offered for sale, such stock may
| bc sold to any one.
| No transfer Of stock shall be made
or held to be valid and binding uni So
| made on the books Of the company,
and unless made in pursuance Of the
| provisions Of this charter.
! ARTICLE NI.-Thc business Of said
! CORPORATION shall be directed by and
| vested in a board Of d reCtOrs com
posed Of four stockholders, three of
/ whom shall constitute quorum for
! the transaction Of all business. and the
| said directors as first constituted shall
| be: Nathan Stern. Edward Marx, Max
| VI. Levy and Ralph Goldsmith, with
| the said Nathan Stern as president,
| and Edward Marx as secretary and
! treasurer, as the first officers of said
| corporation. who shall hold office un-
| til the first Tuesday, in February.
| 1915, and until their successors are
! elected. Elections for a board of di-
| rectOrs shall take place annually, be-
| ginning the first Tuesday in February,
| 1915, and said board shall elect from
! its number a president and secretary
| and treasurer, the office of secretary
| and treasurer may be combined and
held by one and the same person. Only
! stockholders shall be eligible for cleo
| ton as a member of the board of di-
! reCtors. Failure to hold an election on
| the day specified shall not dissolve the
| corporation, but the directors then in
| office shall hold their respective offices
until an election is held after ten days
| notice of the time and place thereof
given to each stakeholder. All vacan-
| Cies occurring on the board of direct
| ors shall be filled by the remaining
directors. Directors and stockholders
| shall be entitled to vote in person or
| by proxy.
| ARTICLE VII-Whenever this cor
poration is dissolved, either by limita-
| ton or for any other cause, its affairs
shall be liquidated by the board of di-
| reCtors, who are hereby vested with
| full power to sell any and all assets
! of the corporation, either separately or
| i'm mass, and to convey full and COM
plete title thereto. and shall have full
power to do and perform all acts nee
cssary and proper to fully and COM
| pletely liquidate the affairs and dis
| tribute the proceeds. if any. among the
stockholders of said corporation to the
| amount of stock held by each.
| ARTICLE NlII.-This act of inCOr-
poration may be amended, altered or
| modified. materially or otherwise, or
| this corporation may be dissolved, by
| a vote of three-fourths of the shares
| Of the total amount of stock at n meet
| ing convened for that purpose, after
| ten days notice in writing mailed or
| delivered to the last known address of
| each stakeholder.
|
in the city Of New Orleans. state of
! Lou siana. on the day. and in the
| month and year herein first above
| written, in the presence Of Ralph J,
Schwarz and a. Miles Coe. competent
| witnesses. who have hereunto signed
| these presents. with the appearers
hereto and me, notary, after reading
| of the whole.
Original signed): Names of sub
scribers omitted. (Witnesses): Ralph
| J. Schwarz, A. Miles Coe.
| PHILIP GENSLER, JR.,
| Notary Public.
! /, the undersigned. recorder of mort
cages in and for the parish of Or
| leans. state of Louisiana. do hereby
| certify that the above and foregoing
act of Incorporation of "Orleans Chem
| icaI Company was this day duly re-
corded in my office in book 1927, folio
New Orleans, July 21st. 1914.
| (Signed) EMILE J. LEONARD, d. r
| A true copy, with the names of sub
scribers and number of shares sub
| scribed for by each, omitted.
PHILIP GENSLER, JR,
Notary Public.
| jul % 80 aug 13 2027
|