The herald., 1914-02-19

profits OF the Company and shall be paid in
full out of said net profits before any dIyi-
dends are paid upon the common STOCK. H.
after providing for the payment OF fuIi alvi.
bends for any wear on the preferred STOCK
and for any balance that may remain due on
the cumulative dividends on such preferred
stock for any preceding year or years heit
shall remain any surplus net prohtS, the COM
mon stock shall then be entitled to payment
ou, OF such net profits Of a dividend OF eight
per cent 500. -.
drnd on the preferred stock and eight per
cent (sCo) dividend on the common stock,
anv further additional net profits shall De
divided into two equal parts OF halves OIL
which one-hali shall be distributed as dlNi-
bends on the preferred stock, and one-halt as
dividends on the common STOCK
Only the common stock shall have the pow
er OF voting at any meetlhs oL u.g IL ~,
a period OF three successive years, tan to pay
the eight per cent $50 cumulative dividend
on the preferred stock, then the preferred
stock shall have the same right OF voting as
the common stock, each share. common and
preferred IN such contingency being enuheu
70 one vote.
10 call in or retire the preferred stock, or TO
increase or decrease the amount thereof, eN-
Ccpt with the consent OF a majority OF Two
thirds Of said preferred stock, Mhlth may DC
/ represented at the meeting called Tor the PuI'
pose OF voting upon that proposition and ihcn
only by paying par and all cumulative diVl'
dcuds
| non. the assets OF the Company shall be
! divided ratably between common and pre-
This Company shall be going concern and
! shall have the right to carry on business a.
| soon as three thousand (SAOGOO) dollars OF
| its capital stock shall have been subscribed
! for All stock shall be paid for IN cash or
| its equivalent. and, If not IN cash, then, the
| Board OF Directors Of the Company shall dc
J termine the value Of such equivalent offered,
such payment to be made before the certIn-
| cate Of stock be issued.
| shall be vested in and the management and
control of lis affairs shall be exercised by
/ Board OF Directors composed OF not fewer thdi
| three 90, nor more than nEc 81 stockholders
| a majority Of whom shall constitute quorum
/ for the transaction Of all business. The de
! rectors shall be elected 10y the common stock
holders on the hrst legal day IN January o.
| each wear. Each stoCkholder shall be entitled
IN person or by proxy, To vote tor every
share owned by him, and all elections shall
be held under such rules and regulations a
may be determined by the Board OF Dlrec
tors The votes shall be cast by ballot. The
directors thus elected shall continue in othc'
for one year. or until their successors have
been duly elected and have qualified. N
failure to elect shall be regarded as a for
feiture of this charter ANY vacancy occurring
on said board shall be filled by the remain
ing directors for the uueXpred term. III
| Board Of Directors shall at ITS hrSt Weetln
after its election. nominate out of its numbc
/ a President, a Vice President, a Secretar
e and Treasurer. Said board shall employ an
dismiss such clerks, managers, and other en-
plOyeeS Of the Corporation as the interes
and business of the same may justify. An
. Of the directors officers shall have tn
right to appoint by written instrument, an
other director or stakeholder 10 act as hi
proxy and in his stead al any and all meet
5 ings OF the Board OF Directors.
I Promptly after the formation OF this Cor
poration there shall be a meeting Of the stock
: boil for 10
Board OF Directors, who shall hold Othce unit
the first legal day OF January, 1915 or unit
their successors are elected as above pre-
vded.
Notices of election may be given by ma
addressed to the last known post office aC
dress of the stockholders, for ten days prio
to the date OF election.
After the amount OF stock required to AT
thOrize this Company to begin business Ia
been subscribed for, the Board OF Director
}, shall be authorized to sell the remaining G
additional stock at par, or at price owe
i and above the par value; but the net add
= tional amount over and above such par valu
: shall go TO the surplus of the Company.
c Article V. Whenever this Corporation sha
II be dissolved either by limitation or from an
II other cause, its affairs shall be liquidated b
T three 90 stockholders to be appointed at
d general meeting OF the common stakeholder
= convened for the purpose OF liquidation
: hereinafter provided, each share being entItle
, to one vote to be cast by the holder eith'
5 in person or BY proxy. Said commissions
u shall remain IN ONCE until the andlTS OF sd
d Corporation shall have been fully settled al
n liquidated and they shall have full pow
, and authority to transfer and give title to a
the assets and property OF the Corporate
e and to distribute the proceeds. In case
a. death OF disability resignation of one
D. more commissioners the vacancy shall be hll'
by the surviving commissioner or commissio
y. Article VI. This act of incorporation m;
r be changed, modified, altered, this &C
91T poration may be dissolved with the asse
Ii of the stockholders owning thfee-fourths
&c the stock of the Corporation, present or re
lie 7 resented, at a general meeting convened t
at that purpose, and, after at least ten day
n written notice has been given through {
e. mail, or by. delivery in person, to each stoc
II, holder at his last known place OF residence
I'd Article VII. No stockholder shall ever
IL liable or responsible for the contracts or fau
es of this Corporation in any further sum tn
r. any unpaid balance due on the shares OF sto
sh owned by him; nor shall any mere informs
er ity in organization have the effect of rend
as ing this charter NULL or of exposing stoC
nd holder to any liability beyond any amou
re due his stock.
ed Thus done and passed in my office at I
or City of New Orleans on the day, month a
Id year herein first above written in the pr
ence of Bertrand l. Calm and Peter X. F.
in rera, competent witnesses, of full age a
nd domiciled in this City, who together W
RS said appearers and me, notary, have sign
-, their names after due reading: Of the whole
zee (Names of Subscribers.
on Witnesses: Bertrand l. Calm, P. X. Ferre
be "a true copy):
BERNARD TITCHE, Not Pub
Tor 1, the undersigned, Recorder of Mortgag
he in and for the parish of Orleans, State
by Louisiana, do hereby certify that the abe
and foregoing Act of Incorporation of
or Auto-Cycle Company was this day duly
rlc corded in my office in Book l119, Folio sos
oh EMILE J. LEONARD, by.
IN l hereby certify the above and foregoi
to be true and correct copy of the origi
Ct Act of Incorporation of the Auto-Cycle CO
set her VIth IA he
es, corder of Mortgages attached hereto, of rec
all and on file in my office.
lu- In faith whereof l set my official hand a
IN, seal this 9TH day of February, 1914.
lid BERNARD TITCHE, Notary Public
Ia. Feb12-l9 % Mch5-l2l9 1914
les
lgs
on CHARTER -
-: NEW OBI EANS INCI Z CAl