The herald., 1914-02-05
CHARTER

J dil-S- I EDS Il " % AlCto
THOS. W. HOOLEY METAL WORKS co.
State of Louisiana. Parish of Orleans.
BE II known, that on this fifteenth Q5th)
day OF January, nineteen hundred and four
teen, before me, Charles SchneIdau, a notary
public, for the parish of Orleans and city of
New Orleans. State of Louisiana, and in the
presence of the witnesses hereinafter named
and undersigned, personally came the several
persons, whose names are hereuntO subscribed,
who severally declared that availing them
selves of the general laws of the state of Lou
isiana, providing for the organization of cor
pOratlonS, they have cOvenanted and agreed,
and by these presents covenant, agree and
bind themselves, as well as all such persons
may hereafter become associated with them, TO
form and constitute a corporation and body
polite in law, for the objects and purposes
and under the agreements and stipulations
following to-wit:
Article 1.-The name and title of said cor;
poration shall be "Thos. w. Hooley Metal
Works Co.." and said corporation shall have
power and authority to exist and enjoy sue
cession by its said corporate name for the
full period of ninety nine years from date
hereof; TO contract sue and be sued; to make
and use corporate seal. and the same to
break and alter at pleasure; to hold, receive,
purchase, lease and convey, as we'll as mort
gage and hypothecate and pledge, under its
aforesaid corporate name, property, both real,
personal and mixed, togc iher with any and
all such rights, privileges and franchises as
said corporation may possess or acquire; to
name and appoint such managers, directors
and officers, and employees and agents its
interest and convenience may require, and to
have, possess and acquire all such other
rights, powers and privileges, as by the gem
eral laws of Louisiana are or NAV be- granted
TO corporations: all of the powers of said cor
poratlOn may be exercised in the state Of
Louisiana, or in any other state or states of
the United States, or in any foreign state
or states.
Article 1.-THE objects and purposes for
which said corporation is organized, and the
nature Of the business to be carried on by it,
are declared to be TO engage in the business
of metal works and machine shop, plumbing
steamfitting,. pipeftting, boiler making, en-
gaglng in the business of copper and brass
works, and carrying on a general foundry bus
mess, and general metal and machinery
buying, selling and manufacturing business
and to do any act or thing that may be neces-
sary or proper 10 promote and further the
interests, and to accomplish the objects and
to carry on the business of said corporation.
The business OF said corporation may be car
ried on in the state of Louisiana, or in any
other state or states of the United States,
and in any foreign state states.
Article lll.-The domicile of said corpora
ton shall be in the city of New Orleans, Lou
isiana, and all citation and other legal pro-
cess shall be served on the president of said
corporation, or in his absence upon the vice
president, and in the event of the absence of
both, upon the secretary of said corporation
Article IV.-The capital stock of said cor
poration is hereby fixed at the sum of ten
thousand dollars ($lo,OooOo), to be divided
into one hundred ZOO shares of the par value
Of one hundred dollars $4,000 per share,
which stock shall be full paid and non assess.
able. Said stock shall be paid for in cash,
or in property, or in work done for or ser.
vices rendered to, said corporation, as NAV be
decided by the board of directors, and upon
such terms, and at such times and in such
manner as may be fixed by the board of
Article V.-No stakeholder shall have the
right to sell his shares of stock in this corpor-
alton before hrSt, in writing, offering the
same TOR sale at their then book value, to all
the other stockholders by written notice ad-
dressed to the board of directors and such
other stockholders shall have thirty DAYS after
the date OF delivery of such written notice
10 the poaTd OF directors within which to
select whether they will buy such shares.
The secretary of the company shall be with.
out power TO transfer any shares until salts.
factory evidence is produced before him,
and the refusal or failure of all the other
stockholders to buy such shares, and all
transfers OF shares made otherwise than as
herein provided shall be null and void
said corporation shall be vested in, and eI
ercised by, board of directors composed of
hve persons, who shall be stockholders, 10
De elected at an annual meeting of stockhold-
ers' 10 De held on the third Thursday of Ian.
uary, each year. OF such meeting notice in
writing shall be given, to be mailed at least
ten u0) days before the date of meeting. adj
dressed TO each stakeholder at his last known
PIaCe OF address A majority of the votes
cast snail elect, and each share of stock shall
De entitled to one vote, to be cast by the
owner either IN person, or by proxy. All
ulLeGtoLs snail serve and continue in office
until the third Thursday in January next fol-
lowing their election, or until their success.
sors shall have been elected and shall have
9ualihed. A failure to elect directors on the
date above specified shall not dissolve tbe
corporation. but n eftch
Ooaid OF directors may cause another electio1
10 De held at any time thereafter, whereof
zen !IO) days previous notice in writing shall
be given as above provided. Vacancies occ,,,.
ring in said board of directors from, anv 800
whatsoever shall be filled by the REMAINING
directors. The officers of the corporation sb III
consist oil president, a vice-president. a
secretary and treasurer but The ofScss 81
secretary and treasurer NAV be filled nv or ~.
ana the same person. A majority of the Al.
rectors shall constitute a Quorum co. ~.
. .rat OF business The board of direc-
tors at their first meeting following Zach a..
nnal election shall elect from their n,,nhn-
president, vice president a secretarv and
treasurer, who shall continue in ofiSe 20
one year, or until the successors of such
ofhcers are elected and have qualified tn.
ofhces, however. of secretary and trn,s,IIne
may De hlled by one and the same nerson
Sald board of directors shall have nouer .nj
S Suonori!y 10 borrow money, execute mort.
the same, and generally 10 do ali tbings Dug
- =
llhent 10, or necessary for, the objects and
purposes OF said corporation, or which are a, ~
may be, permitted by the laws applicahis 70
corporations; and also to issue and delivsr
iulI paid shares of stock or bonds or obliga.
ions OF SAID corporation, in payment for Iabo-
DONE or money borrowed. or propertv NJ ,;aIts
RECEIVED by said corporation.
oald board OF directors shall have Mower ~
make make and alter or amend, suitable bylaws for
'ne government Of said corporation.
Article VII.-Whenever this co-oo-,,io,
shail be dissolved, either by linitat;on -
from any other cause, its affairs shat he Il.
quidateo by three commissioners 70 he an.
pointed from among the stockholders a, a
general meeting of the Stockholders convened
Ior such purpose, Of which meeting notice in
writing shall be given, to be mailed At least
ten (lO) days before the date of meeting al
dressed to each stakeholder at his last Known
place OF address. But any such meeting NAV
oe held without delay and without notice. Il
all delay and notice of the proposed nert;no
De waived IN writing by all the stockholders
a majority in amount of three-fourths Of m.
outstanding stock of said corporation. present
or represented, at such meeting, shall he re-.
qulsite to elect commissioners. Said com.
missioners shall remain in Office until the az
IairS OF said corporation shall have been fully
settled and hquidated, and in case. from any
Sause' vacancy or vacancies occur among