The herald., 1914-12-10
CHAR TER
.,r BROWN TUBE COMPANY, lNCokI
~ RATED

H,f ,,IlTv public. duly commissioned ana
qualified On and for the Paii'" %. ,,, 80
: state Of Louisiana. and IN u'I t,Cd und,r-
The Witnesses hereinafter named anu I''u1
! .,,r.4 I,,.r-auslly came and dpptditH' '.'
| ,ryrral persons whose namr> arc ''I
subscribed. who ecVcrailN hrS'a''' u'II' H.
INC themselves OF the privileges anu ~
statute, and laws of th" state oil i.'- Id
relative To- the formations ol I'fp"I"' -
parrlcilarly act No. -hJ OF the s'HSio" 20
g,,r,raI assembly of the state ~ i.oN's Lana;
= tgI1 ,br, have covcnaulcd and agreed ana
a., Ly these presents covenant ana ds''I
and bind aud oblIgatc themselves d" i W..
a, all such persons a. may H'ieai'' -.
associated with them. 10 form ana col.
= InIy corporate and polite m law -. INC
objects and purposes, and under inc pun
mons and provisions following, i"."t:
Article The name and title OF 'i''H WI
--.t;or shall be, the Brown Tube company
Tnrorporated and under that name shdlI nav
~ rr,ny all the rights, privileges ana au
vantagcS granted by law to cGrPota"."N, ;,,,.
I'LL hav, the power and authority 70 ENJOY
succession and corporate existence iot anu
du-iny the period OF ninety ~ Syd'
from the date he, reot. unless sooner HlSNo''''
i'm the manner hereinafter prOVidtu io'. go
sd corporation shall have power anu aa'
,b,r,,v TO contract. 10 sue and be sued 10
make and use corporate seal anu 'C I'll
TO break, alter OF amend Al Pitas"'' ~ l,,gs
rerriyr purchase, convey, deliver MOI NHNN'
hynothccate and pledge any properly tIG! VI
personal. and to issue notes ana otlti Oh &
lions. negotiable instruments or oIne' ~
Il
,,,r,yrrs agents and other employees a. thS
incest and convenience OF SAID corpora'io"
may reuuire or demand, and to make ana &,
t,bli.h such bylaws, rules ana rtsud''o'SI
- I've cnrDorate management and control
Of its affairs as may be deemed necessary ana
expedient -.z for
which this corporation Is created, are heieVy
declared TO be: To buy. sell and genera
deal i'm the Browns Scientlhc Non-dehate%tDiie
Trh,s as we'll as IN all other automonlIS
accessories and supplies; to act as aseno %,
distributor Of such articles OF mercnahuIiseii
AZ we'll as 10 buy and sell and generally deal
in any merchandise or property OF any hdtu.
or kind whatsoever, and tor Such purposes ~
40 ali such things that may be necessary m
or pertinent to, the conduct Of such business
Article III.-The capital stock OF TINS cor
poration is hereby fixed at the sum oil zen
thousand (SlOOOUO dollars, divided mo-
and represented by, hundred NOO) shares
al the par value Of one hundred tSlOoVUI
dollars each. and when issued shall De pau
for in cash or property or IN thT Tqui t',a9
thereof All shares OF stock shall be ISSUED
as full maid and worcestershire, and no trans
fer Of stock shall be binding on said cor
poration, unless recorded on ITS books. :,
sell his stock TO any person, until ne mas
first offered it TO the then stockholders OF
the corporation, and any transfer OF stock
made in violation ct TINS provision SHAH HUI
This corporation shall be gong concern
As soon as fye thousand (S5,O0COO) dollars
Of its capital stock mas peeh SuosSl'oeu "'
Article IN.-Thc domicile OF this corpora
ton shall he in the. city Of New Orleans;
parish of Orleans, state Of LOUISIANA, and al
citation or other legal process shall be served
upon the president. and in his absence, as
the law directs.
Article V.-Ail OF the powers of this cor
poration shall be vested III, and the manage
n,ent and control of its affairs shall be exer-
cised by, a board of directors, to be com
posed Of three stockholders, two OF whom
shall constitute quorum Tor the uahsac,
tion of the business of the corporation, ana
each of whom shall own in his own right,
at all times during the term OF ofice, at least
one full paid share of the capital stock oil
this corporation.
The first board OF directors shall be COM
posed of Meyer Eiseman, 2l6 Baronne street,
NJ Perry Bousog. 5Ol Baronne street and
John l. Corcoran, 20 5. Galyez street. The
officers of the first board OF directors shall
be Meyer Eiseman, president; NJ. Perry Bous-
log, vice-president. and John L. Corcoran,
secretary. The office OF treasurer may De
the office of secretary. And, the said board
of directors and the said officers above named
shall serve and remain in office until the hrst
Monday in November, 1915, on which day and
annually thereafter, the board OF directors
shall be elected by the stockholders, at a
meeting called fol, that purpose. All direc-
tors and officers shall hold office until their
successors are elected and qualified, and any
failure to elect directors shall not be re-
garded as forfeiture Of this charter
In the election OF directors, each stock
holder shall be entitled to one vote for each
share of stock owned by him and standing
in his name on the books OF the corporation,
and may be cast either in person or by duly
authorized proxy, and majority of the votes
cast shall elect. Any vacancy occurring in
the board of directors shall be filled by the
remaining directors for the unexpired term
Article Nl.-All meetings of the stockhold.
erS shall be called by written notice, mailed
TO the last known address of each stock
holder, not less than fifteen days before the
date fixed for such meeting, unless said no
tice has been waived in writing by the
Article Widths act of Incorporation may
be amended, modified, changed or altered, or
this corporation may be dissolved, with the
assent Of the stockholders holding and own
ing two thirds of the capital stock thereof,
who may be present or represented at al
general meeting of the stockholders, con-
vened for that purpose, and OF which due no
tice has been given.
Whenever this corporation shall be dis
solved either by limitation from any
other cause, its affairs shall be liquidated by
three commissioners TO be selected for that
purpose from among the stockholders at a
meeting of the stockholders convened for such
purpose; said commits sioners shall remain in
office until the affairs of said corporation
shall be fully and finally liquidated Any
vacancy occurring among the liquidators,
from any cause whatsoever, shall be filled by
the remaining commissioners. Said lquidators
shall exercise all of the rights conferred upon
them by law, and they are especially en-
powered to settle the affairs of said corpora
ton, to collect the outstanding debts, sell
and convey the property, pay its debts and
divide the remaining money and property
among the stockholders
Article NIII.-No stakeholder shall ever be
liable responsible for the contracts or
faults of this corporation in any further sum
than the unpaid balance due by him on the
shares of stock subscribed to, or owned BY
him; shall any mere informality in the
organization of this corporation have the
effect of rendering this charter null, OF of
exposing any stakeholder to any further
liability than the unpaid amount which may
be due on his stock subscription.
Article IX.-The subscription of Meyer
Eiseman to fifty $50 shares of the stock of
this corporation is covered by the transfer
by him to this company on this date, of all
his right title and interest in and to two
certain contracts entered into between the
said Eiseman and the Brown Tube Distribu-
tors, II. ID. Selleck, Proprietor, on the Slst
day of October, 1914, in which said contract
the said Eiseman is given the sole and ex.
elusive right to handle and sell in the states
Of North Carolina, South Carolina, Tennessee
Kentucky, Arkansas, Georgia, Florida, Ala
bama, Mississippi and Louisiana, the goods,
wares and merchandise made and manufac.
tured by the said Brown Tube Distributors,
II. ID. Selleck, Proprietor.
And the said board of directors have an.
praised the said contracts at the sum of FIVE
thousand CS0OO.OO dollars, and they author.
lze the incorporators of this corporation TO
issue full paid and worcestershire stock TO
the said Eiseman in the said sum of five
thousand (S5,0000O) dollars in payment 10