The herald. [volume] (New Orleans, La.) 1905-1953, 1914-02-05

it are hereby declared to be.
To manufacture, buy, sell, export. import
trcsses Of every kind and tescrptious 20 pur-
chase, hold, lease and otherwise acquire, con
struCt, maintain ard operate factories. mills, |
lumber yards, Offices, branch otuCcs and all /
planes, either IN this state or elsewhere, as !
may be necessary, coryen.cD; or deemed !
proper for the prosecution OF irS business, ,~ |
make and establish such bylaws and rcyuia. |
tions for the proper management aad reEula- !
ton Of its affairs as may 1- necessary ara
proper, and the same to amend. change, alter |
or repeal At pleasure, and generally 20 DO al.
such other ard further things aS nav he nee
essary or incident to the goadaet q the bus
mess herein contemplated.
Article IV.-The capital stock % Tins cor
poratiou Is fixed n the sum Of twenty-five
thousand ,s25UU0lO dollars. 10 BE divided
into Two hundred and nifty t-5U shares %
the par value Of one hundred iSlpn dollars
each, which shares shall De- paid for I'm Cash
board Of directors may determine. ard SAID
stock may be ISSUED by the board y. dl-ec-
tors IN payment IT property or other thug, re-
ceIvcd or purchased by said sefp'rai',"' or
fp- labor done OF services rc.Ier,I. DIS may
be determined by ITS said board II dlrcc-
tors.
This corporation may commence thc trans
action of business under Us corporate name
As soon as three Thousand lSfH0HI dollar, %
| It's capital stock shall have been subscribed
/ Tor Ccrtinca'c, OF stock fully paid and nom
to the amount paid by him OF 1t therefor
| The capital stock Of thus corporation nay
| be increased or diminished upon complying
| with the iaw, of The state Of louisiana rr.a-
! tive to the altering Of the capita. s,5-" Of
Article N-CrrriHcates OF the capital stock
| shall be executed by the president and the
! secretary under the seal u the c,'po;auon.
| No certificate shall be issued until the capital
| stock evidenced thereby Shall De ta'ly paid.
! Certificates Of stock shall be transferred CA
] -. ut he Oh .f-
! az the board of directors shall determine. No
! transfer OF stock shall affect the company
| until the same shall he registered on the
| company books. No transfer or sale or stock
| shall he made by any SfoCkholdcr until the
| corporation shall have been offered the same
IN writing and shall have refused to .puf-
| chase the same. The corporation shall have
| the first right 10 purchase al ITS book value
! as carried ON the books OF the company all
stock offered for sale, which option 10 pur-
! chase III favor Of the company shall exist Tor
shall have been offered IN writing to the cor
poration as being for sale.
| Article NI.-AU the corporate power Of THIS
corporation and the management and contTo!
| OF its affairs shall be vested in and exercise
by a board OF directors composed Of not lesS
than FIVE 81 stockholders, majority OF whom
shall constitute a quorum Tor the transaction
of all business. but the stockholders may at
regular or called meetings increase tins num-
Der OF directors they may see mt, or they
may decrease the number Of directors at an
|
deemed fit by them, but they may not de-
crease that number to less than hve. The
directors shall be elected annually by the
stockholders at meeting TO be held on the
second Wednesday of each year in the month
of January, said meeting to be preceded by
ten DAYS written notice TO the stockholders.
Each stakeholder shall be entitled, in per-
son or by proxy, to vote for every share OF
stock owned by him, and all elections shall
be held under such rules and regulations as
may be determined by the board Of directors.
| A. 4Tf,rg all nffeC fher a
routine shall be decided by majority OF
the stock present OF represented at such meet
ing.
in office for one year and until their success
sors have been duly elected and have quail
fed. No failure to elect shall operate the
forfeiture OF this charter Any vacancy oc-
curing on this board shall be filled by the
board of directors for the unexpired term. The
board of directors shall, at the hrst meeting
after its election, elect out Of its number a
president and one or more vice presidents, a
manager and also a secretary-treasurer.
Immediately after the signing OF this char
ter the stockholders shall without further
formality elect board of directors. who shall
serve until the election to be held in 1915.
Article VII.-The funds of this corporation
shall be deposited from time to time IN q
; bank or banks to be selected by the board Of
directors. All checks, notes, contracts Of
other instruments drawn, executed or ISSUED
? in the corporations name and behalf shall
: be signed by at least two officers of the cor
No officer shall thus sign or endorse tn,
name OF the corporation save strictly in IT.
concerns.
Article VIII-No stakeholder shall be liabl,
: or responsible for contracts, faults or debt:
of the corporation, nor shall any mere infor
; mality in its organization have the effect o.
: rendering the charter null or of exposing any
stakeholder to liability beyond the unpaiC
balance due the shares owned by him.
Article IN.-This act of Incorporation may
be changed, modified or altered, or the cor
l,Nor he ,aA he n
a the stockholders owning three fourths of al
the stock in this corporation at genera
D meeting convened for this purpose and aftei
I at least ten days written notice of this meet
ing shall have been given through the mai
addressed TO each stakeholder at his las
known place Of residence, as left by him with
the secretary-treasurer. In case OF diss2lu
wise, the stockholders shall elect from thei
own number three liquidators, who shall have
: full authority to settle and wind up the bus
mess and affairs of the company. The term
and conditions are that the compensation TO
= such services shall be fixed at the, time o
the election of said liquidators
{ In case of the death or inability of any sucl
= commissioner or liquidator before the liqui
: dation of the affairs of the corporation,
e | successor to fill the vacancy may be appointed
. by the stockholders.
I The stockholders by unanimous consent ii
| writing may waive this notice and said dis
: | solution of the said corporation may be ct
. fected by the consent of three-fourths of tn
= Thus done and passed, at the city OF New
= Orleans, state of Louisiana, on the day an
y date first above written, in the presence o
J, Messieurs William Herman Dart and Benis
y min w. Dart, both of the city of New Or
u leans, state of Louisiana, competent wit
!. nesses, who signed these presents with tn
= said appearers and me, notary, after due read
~ ing thereof, the said appearers declarin
that they have placed after their names tn
number of shares of stock respectively sui
!; !, scribed for by them and that they adopt thi
- as their stock subscription list.
Il Names Of Signers)
Is Witnesses: William Herman Dart, Benjami
:. w. Dart.
er FRED. c. MARX, Notary Public.
a State of Louisiana, Parish of Orleans
10 I, the undersigned recorder OF mortgages
" and for the parish Of Orleans, state of Lo
I'd isiana, do hereby certify that the above ar
b. foregoing act of Incorporation of the America
s, Spring Manufacturing Company was this ia
es duly recorded in my Office in book Ill
" folio =. New Orleans, La, Dec. 80, 1913.
s. (Signed) EMILE LEONARD, by. Recordc
ms / hereby certify that the above and for
of going is a true and correct copy OF the orr
be inal on file and of record in my Office, exec
| that the names of the subscribers and Z
Dr. number of shares subscribed for by ca
rs, have been omitted
Ter (SigneD FRED c. MARY
nj. (SeaD Notary Publ
ty jan / IS q g feb