The herald., 1914-02-19

Tor period OF ninety -nInc years, unless soon
cr dissolved, and have all the rights. pr'v-
ileges and immuuitics granted by Law 70 cor
porations. and under SAID corporate name u
Shall have power to contract, sue and be sued,
10 make and use a corporate seal. TO hold,
receive purchase, convey, hypothecate, lease
or pledge property, either real or personal,
To issue bonds, notes and other evidences OF /
debt. to have and employ such managers, d.
rc,tors. officers, agents and other employees /
IS the interest and convenience OF me cor
poratIon may require. and 20 make rules ana
regulations for ITS corporate management iHd
krticlc H. The domicle Of this corpora
ton shall be IN the Cry Of Ne" orleans. /
State of Louisiana, and all citations OF ,'A'r /
legal process shall be served upon the Tres /
ident. or IN case OF ms absence OF NANNY !
10 act. upon the Vice President. or on the .
absence OF both. upon the secretary iTc.'s g..
Article III The objects and purposes Tor /
which thi, corporation Is formed ana the
nature of the business to he carried on by /
| n are hereby declared TO be as follows. 10
manufacture. buy, sell. and deal m ali"'ao.
| biles and motor vehicles OF every KIND and
description. and all parts and accessories
| thereof: to act as agent Tor uauuidciurrro u
| the same. and to buy. sell and exchange ala
! tDuohilcS and motor vehicles and all parts
| and accessories thereof as agent on C"'"lHi'
| sion or otherwise; to build. MAINTAIN AID
| operate buildings, storage houses and gai"srT
! for the storage and repair OF, caring tor and
| keeping Tor hire therein OF autoWghit', mo-
! to-cyClcs and motor vehicles o. every KIND,
| nature and descriptions; 10 export ana import
| whatsoever and generally TO manufacture,
| buy. sell and deal IN, either as PTin1pa or
| a. agent COMMISSION or othtrWlst' ati
| goods wares and merchandise necessary n-
| Incidental to the sale operation. repair or
| equipment Of automobiles, cycle cars. motor
| cycles, or motor vehicles OF any and all kinds,
| and to that end TO take, acquire. purchase,
| hold. own, rent, lease, buy or sell or exchange
| all property, real and personal. incidental To-
or capable Of being used IN connection With
the aforesaid business.
Article ~. The capital stock Of this cor
| poratiou j. hereby declared To- be the sum
Of sevcntv-iivc hundred tS5OOuOJ dollars. il-
| yItcd into seveuty-hve 90 shares OF the par
| value Of one hundred tSloOUo dollars each
said stock shall he issued Tor cash oT "a pay
ucut for property actually received OF Pur-
| chased by said corporation or Tor labor done
| or services rendered, and shall be iIll pall
| AZ the time OF its issuance and uuu-dN>t-~d-
HE This CORPORATION may commence business
| a. soon as three thousand $500 dollars Of
| the said stock shall have been subscribed
| for No transfer Of the capital stock shall be
binding upon the corporation unless recorded
on the books thereof and made IN accordance
with the charter and bylaws. No stock
! holder shall have the right to assign or trans
fer all or any part Of the stock OF this cor
. poration without FIRST having offered the same
in writing TO the other stockholders, at q
! price equal to the value OF SAID stock as
2 shown by the books Of said corporation. such
offer to sell shall be made to the corporation
; through the Secretary Treasurer by registered
letter. and II within thirty days from the
OF SAID notice none OF lllt OlllcI STUN
holders accept said offer to purchase said
, stock then the same may be sold or trans,
ferrcd to any other person or persons.
! | All certificates OF stock shall be signed by
1 the President or in his absence by the Vice
President, and cOunterSigned by the Secre'
tary- Treasurer OF the corporation, and there
shall be printed or written across the iace
OF each certificate Of stock: This certificate
I is issued and shall be held subject to the
charter and bylaws OF the corporation Sand
capital stock may be increased or decreased
| l.A ltyt h.. LOUIS Of i
State.
Article V. All the corporate power Of said
. | corporation shall be vested in and exercised
, by a Board OF Directors to be composed OF
| three stockholders, the majority OF WHOM
\ shall constitute quorum for the TRANSACTION
!, | of business. The first Board OF Directors
!, shall be composed Of Julius c. Werner, lsaa,
a 7. Rhe3, Jr, and MIlllam ;. CamPoe!i' 1 wi.l
: | f. Rhea as vice president, and William
a Campbell as secretary-treasurer. SAID oihcer'
y and directors shall hold office until the sec
: ond Monday in March, 1915, or until thei
4 successors are duly elected and installed: Oh
d the second Monday in March, 1915, and an
n nually thereafter, meeting OF the stockhold
II ers shall be held for the purpose OF eleCtln
N directors for the ensuing year; such election
~ shall be by ballot, at the domicile of the COZ
~ poration, and the stockholders receiving III
a votes OF the majority of the shares cast sha
~ be declared elected Failure 10 hold eleC
- ton on the day specified shall not dlssolv
" the corporation, but the directors IN othc
. | shall hold over until an election Shall u
~ held Neither shall failure to he'd an annua
af meeting cause a forfeiture of this Act OF lT
n. corporation The directors when elected sha
5r select from their number President, a v &c
- | President and a Secretary Treasurer. The
:. | shall appoint such other officers, agents an
T. employees as may necessary or proper VIII
shall hold office subject to the pleasure
he the board. In case of vacancy IN the Boar
ts of Directors, from death, resignation, remov;
m or any other cause, the remaining members
Il the board shall act as full board until IL
~ next annual meeting. In case OF such Vi
=. cancy among the officers, the board shall hay
l. power to fill such vacancy from among II
-, stockholders of the corporation. The dire
III tors shall have power to enact such bylaw
b | rules and regulations as may be necessar
rd and proper, and shall specially have pow
81 to contract debts, borrow money, execu
- mortgages. and generally to do all things II
20 | cident to the objects and purposes OF sa
~ corporations; and moreover, shall have pow
~ and authority TO issue full paid shares
- stock bonds as the obligations of said co
poration, in payment of labor done or mons
"a. borrowed, or property or rights received
70" purchased by said corporation.
All promissory notes, drafts, checks, a
Ss an s ali obsons
y. kinds binding upon this corporation shall
he signed by the President and the Secretar
-a | Treasurer
re- Article VI. Notice of all meetings of stoc
: holders for election of directors or for al
no other purpose. shall be given by {
al Secretary-Treasurer, by written or pm
- | prepaid. and directed to each stakeholder
Va his or her last known address as shown !
'iu the books of the corporation. Said noti
~ fshal be mailed fifteen Q0 days before &
-" date set for the next meeting, unless 1
same is waived in writing by all of the stoc
holders appearing the books. At all 81
meetings every stakeholder shall be entitl
. to one vote for each share OF stock standi
in his name on the books of the corporate
R to be cast in person or by written or print
proxy-and the majority of all the votes ca
of shall be sufficient to decide all questio
voted upon except for the alteration. amen
Of ment or modification Of this charter or I
ou- dissolution of the corporation.
the Article VII. No stockholdeI shall ever
me held liable or responsible for the contra'
or faults of this corporation any further tn
lry the unpaid balance due to the corporation
in the shares owned by him.
re- Article VIII. This Act of Incorporate
ses NAV altered, amended modified, or
on corporation dissolved by vote OF two-thiI
ons Of the capital stock present or represented
md a general meeting of the stockholders call
red for that purpose per notice provided
the Article of this Act, and in case OF dis
ion luton at least a majority of the entire ste
ave must be present or represented at such me
-es- ing and the stockholders at such meeting sh
res elect two liquidating commissioners who sh
re have entire charge of the assets OF the c