The herald., 1914-09-03

[ less than par. IN payment Oh or exchange Tor
| property or rights actually received and Pur-
| chased by said corporation, or the same may
/ be issued. full paid. for such other valuable
! considerations or services As the board Of ii
| rcCtpr~ OF tins corporation may determine
/ provided that no stock shall be issued until
/ ~ th', corporation. This corporation shall
/ commence business a> soon As nyc thousand
/ dollars CS5,pO0M Of the capital stock shall
/ have been subscribed FOR.
/ Should any ~tuckholdcr desire TO sell hi,
/ stock he shall first offer the same to the stock
/ holders OF the corporation. through ITS board
! IT directors, and the stockholders who desire
/ 20 purchase such stock shall have the right
/ 20 do so. IN proportion To their holdings 81
/ stock i'm the corporation, at book value there
/ Of. In he event that Only one stakeholder
wishes To- avail himself Of this right he shall
/ lie entitled "a purchase all the stock offered
/ AZ the price established A. its book value.
/ Failure of the board OF directors or other
! stakeholder, acting through II to accept and
! purchase the stock 50 offered within twenty
/ t9U DAYS shall erttlc the owner OF the stock
/ 80 offered TO sell same ia the open market.
! The fer to sell all stock OF this corporation
| shall be made in writing addressed To the
! No transfer Of stock shall be made or held
1 to bc valid and binding unless made on the
! books OF the company. and in pursuance 81 the
/ provisions Of this charter
/ Article All the powers Of this corpora
ton shall b" vested IN and cNTCiScd by a
board of dire tors composed OF hNe 80 direc-
/ tors, three 60 OF whom >ndli tol.>lllutt q
quorum Tor the transaction o. all business:
/ said directors shall be elected Al general
meeting OF the stockholders OF this corpora
! ton to be held on the second tuesday III
! January OF each year; notice OF such cleo
/ lions shall be given each stockholder, IN
writing, such notice to be addressed 10 the
/ last known residence OF the stOCkholder; or
notice Of such annual meeting may be given
| by publication made not less than three (O
| times within ten days, IN an evening daily,
! English newspaper published IN this city,
/ at the option Of he board. The direcors and
officers elected Immediately upon the Orgarl-
cation OF this company shall until the
second Tuesday Of January, 1915, and until
their successors are duly elected and quail
ned. No person shall be eligible as direc-
tor or officer who Is no a stakeholder OF the
company. All directors and officers shall hold
their respective Offices until their successors
have been duly elected and quallhed, and
directors on the day fixed herein for the annu-
al election shall not dissolve this corpora
tiOn.
AT every election and at all general and
special meetings of the stockholders, each
stakeholder shall be entitled to one Cd vote
for each share of stock OF record IN his name,
and said stock may be voted by proxy pro
vided such proxy be in writing.
All elections OF directors shall be by bal
lot under such regulations as may be pre-
scrbed by the bylaws of this corPoration'
and majority Of the votes cast shall elect;
Immediately after each election OF the board
of directors the said board shall meet and
elect from their own numbers the officers OF
this company who shall be president, a
vice-president and a secretary and treas
urer 1t shall be optional with the bard of
directrs o consolidate the offices OF Secre-
tary and treasurer, in which event such OH.
Ger must be a stakeholder and member OF
the board; if said offices remain separate the
board may select as secretary person not
stakeholder who shall in such case be merely
an employee, and not a member OF the board.
All vacancies on the board OF directors from
hall he llRh
remaining members OF the board who are fully
empowered to select any stakeholder to said
office for the uneXpired term thereof.
All his agents tPo sba be empioyed by the
board acting as such, through such person
as may be authorized to act, and all salaries
and the terms of all contracts of employment
shall be subject at all times to the ratihca-
ton and approval of the board.
At all meetings of the board of directors,
absent members of the board may vote by
written proxy given any other member of the
board.
Article 5.-This charter may be changed,
modified. or amended, the capital stock in
creased or decreased. or this corporation may
be dissolved at a general or special meeting
of the stockholders. convened for the purpose.
with the assent of three-fourths of the cap
ital stock, present represented at such
meeting.
Notice of such meetings shall be given as
hereinabove provided for the calling of stock
holders meeting.
In case of dissolution or termination of this
corporation, either by limitation of its char
ter or from any other cause, the liquidation
of its affairs shall be conducted hv three
liquidators selected by the stockholders from
among their numbers Said liquidators shall
have full power and authority TO collect all
assets OF the corporation; TO institute and
prosecute to final judgment all suits at law
or IN equity for and on behalf of the corpor-
alton in liquidation; to sell or otherwise dis
pose of all property of the corporation wheth-
er real, personal or mixed and to give full and
complete title thereto.
In the event of the death resignation o- in
ahllity OF any one more hGuidators to act
the remaining surviving liuudators shall
select from the stockholders of the corpora
ton the successor or successors of such Iinui-
dators. II there be not sufficient storkhoId.
ers remaining to fill such vacancies the sur
vlvor or the survivors of the liuuidators first
elected shall have full power and authority
70 act. The compensation to be paid the lioui-
datorS for their services shall be fixed by the
stockholders at the time of their election, and
the time within which To liquidate the corpor-
alton may be fixed provided it be not less
than one 0D year. No stakeholder shall ever
be liable or responsible for the contracts or
faults OF the corporation, in any further sum
than the unpaid balance due on stock sub
Scribed tor, nor shall any informality in or
sanitation have the effect of rendering this
charter null, or of exposing a stakeholder To
any liability. beyond the unpaid balance. Il
arv; on his stock.
nus uont ana passed IN my office, New
Orleans, aforesaid. the day, month and wear
first above written, in the presence of Peter
K ferrera and A. f. Carey. witnesses of
lawful age, domciled in this city, who here
unto sign their names with the parties and
me, the said notary. after the reading of these
presents
Original signed: (Signatures of Subscribersl
witnesses: p r: Ferrera and A. E. Carey.
BERTRAND I. Calm, Notary Public.
|: the undersigned recorder of mortgages in
and for the parish of Orleans. state of Louisi
ana do hereby certify that the above and
foregoing act of Incorporation of the MueIler's
Partisan Corset Parlor was this dav dulv re.
corded IN my Office, in book ll27, folio 347.
New Orleans, AUGUST g. 1914
EMILE J. LEONARD. DR.
hereby certify that the foregoing is a true
ana correct copy OF the original act of incor.
poration of the Mueller's Partisan Corset
Parlors, the names of the original signers and
incorDorators being omitted, together with the
certificate of the recorder OF mortgages of this
parish. ~
BERTRAND 7. Calm, Notary Public.
sent N Y % oct 2