The herald., 1914-11-19

interests and convenience may require, and
| 10 make and establish well to alter and
\ amend, from time to time, such bylaws, rules
4 and regulations for the proper government and
| management OF the affairs and business OF
sald corporation as may ne necessary and
| proper; and II shall have power to do any O,
all OF these things in any city and state OF
| the United States and IN all roTelgn countries
Article 1.-THE dOm!CIlc of said corporation
| shall be IN the City OF New Orleans, State OF
| louisiana, and all citations or other legal
! process shall be served upon the pres dent OF
| said corporation, or IN tbs event Of his an
SeuCc OF inability, upon the tIrSt vice prcSr-
dent thereof. and IN the absence or inability
OF both OF said officers, upon the secretary
OF treasurer Of said corporation.
| Article lll.-lhe objects and purposes for
| which this corporation IS organized and Is
| tah.Ishcd, and the nature and character Of
| the business to be carried on by It are hereby
| declared TO be: the buying and selling 1t re-
| iaIl and wholesale, Tor It's own account, OF
| for the account Of others. all kinds Of pianos,
organs, music boxes. mechanical piano players
! and player pianos, Monographs, talking ma.
chimes aud other musical instruments and
devices If every kind and character: sheet
music and musical compositions OF all kinds;
! to rent, lease, hire, buy, sell and exchange
! same, and generally 70 do and engage IN any
other business, undertaking or enterprises,
connected with, growing out OF, or Incidental
20 such piano and general musical luSJru-
newt supply business. Sand corporation may
establish agencies, offices or branch e,'a9-
HshweutS al such places and At such times
as the board OF directors may determine.
Article IN-Ihc capital stock OF this cor
poratlon Is hereby tINcd At the sum OF Fifty
Thousand Dollars (S5U.u0uy), divided INTO and
represented by Five Hundred $50 Shares Of
the par value Of One Hundred Dollars tSllOoO
-ach and the corporation SHALL be a GONE
concern q, soon Is Forty Thousand Dollars
l$pU.UOUJ OF stock has been subscribed and
paid for. The capital stock Of the corporation
may be increased TO Duc Hundred Thousand
Dollars gSI.guygo. The stock Of said COY
poratrou shall he paid Tor IN cash, or IN IN
stailwcutS on the call OF the board OF dlrcC-
.Drs, or may be issued NJ NOT less than par
for services actually rendered to or property
actually purchased 10y sand corporation. All
shares Of stock shall be full paid and non
asscssahic. and all certificates Of stock shall |
be signed by the president and SIC
rotary OF said corporation. No trans
fer Of stock shall be binding upon this !
corporation unless made upon lis BOOKS, ana |
no stakeholder shall sell dispose Of his |
stock without first offering same IN writing |
20 the corporation, who shall have the ugh |
or market value.
Article V-An the corporate powers Of thu,
corporation shall be vested IN and the man |
aCemcut and control Of ITS business and al |
fairs shall be exercised by board Of dIrcc- |
tors composed OF five 81 stockholders.
The number OF directors may be increased |
from time to time by vote Of the directors |
then holding office to not exceeding seven a.. |
and may al any time after such increase be |
decreased to not less than five 81. A ma |
iOrity Of the board OF directors shall constitute
The board Of directors shall be elected an
uualy on the first Monday in January OF
each year by ballot OF the stockholders Each
stOCkhOldcr shall be entitled, III person or by |
written proxy, to one Cd vote for every share
of stock owned by him. All elections shall
be held under such rules and regulations as
may be determined by the board OF directors
and after at least fifteen O5) days written
notice shall have been given each Stockholder
before such meeting by deposltlng notice
of such meeting IN the poStoitice. properly al
4 i. - lr-.- .v.st
thus elected shall continue in office for one
ID year, or until their successors shall have
been elected and duly qualified No failure
to elect shall be regarded as a forfeiture OF
this charter. Any vacancy occurring on said
board of directors shall be filled by the re-
naming directors for the uneXpired term. SAID
board OF directors shall at its first meeting,
on the first Monday in January, l9lS, and
thereafter, elect from its number a
president, a first vice president, second vice
president, secretary and a treasurer. SAID
board OF directors shall have the right and
power to appoint and dismiss such clerks, I
managers and other employees OF the corpora |
ion as conditions may justify or the busi-
ness or interests OF the corporation may re-
luire. The tenure Of all employees OF the |
shall be during the pleasure OF
he board of directors.
Article Vino subscriber for stock shall q
.ver be held liable for the contracts, fault, Q
IT debts of said corporation in any further |
um than the unpaid balance, if any, due the
the stock for which he has sub /
cribed nor shall any stockholder ever be =
eld liable for such contracts, faults or debts,
n any further than the unpaid balance, q
{ any, on the stock owned by him; nor shall
NY mere informality in organization have u
he effect of rendering this charter null, or o
any subscriber or stakeholder liable p
eyond the unpaid amount, if any, remaining a
ue on his stock. o
Article VIIT.-Whenever this corporation is q
dissolved either by limitation of its charter $
T from any other cause, its business and af- ! II
airs shall be liquidated by three CD stock a
olders, to be elected and qualified in the
manner provided by law. and they shall con |
niue in office until the affairs of the cor
Grafton have been fully settled and lqui- ,i
ated. In of the death of Of said In
qudators or his refusal or inability to serve, Of
he remaining llquidators may fill the va n
ancy from among the stockholders, may II
themselves proceed with all the power and n
uthority vested in the full number. n,
Article NllI.-ThiS act of Incorporation may \,
e changed, modified. altered or amended or a,
he capital stock increased or decreased by 81
nd with the consent of two-thirds (2/) OF If
II of the stock. ~,
A change in the objects and purposes nav u,
e made only by vote OF all of the stock e.
heretofore issued and increase OF me cap a,
al stock in excess of the amount originally ST
AIMED herein, as the sum to which the capitai n
lay be increased, may be made by tnree- n,
)urths go of the outstanding stock. "a
This corporation may be dissolved by a vote m
two-thirds (2L3 of all the stockholders at
leeting called for that purpose in conformity
18th law. 90
Article IX-Until the election to be held in &c &c
anuary, 1915, the following named stockhold- | NJ
RS shall constitute the first board of direc- | b,
)rs, viz: o.
James p Simmons $3.50 West End Boule. &
ard. New Orleans. La Il,
Frederick w. Tudury, 1919 Short street, New St
Frederick c. Schmitt, 922 Lowerline street, re
ew Orleans, La. nc
Edward NJ. Dussom. 3O5l Banks street, New "'
rleans, La.
Henry S. Mische, 6l6 Caffin street, New Or. eli
ans, La. M
With the said James p. Simmons as presi. he
INT, Frederick w. Tudury as first vice press liz
lent, Frederick {. Schmtt second vice presi- AZ
mt, Edward NJ. Dussom secretary, and Hen We
). Msche treasurer. he
This corporation is organized under the law, ST,
the State of Louisiana, and especially Ac, to-
o. 2o7 OF 1914, and the subscribers hereto, for tn
emselves and said corporation, and for its Re,
ticers, directors and stockholders hereby lis
cept, as part OF this charter and as con- .
tons OF this incorporation, all the rights of
wers, privileges and immunities granted to te,
operations, and granted TO and conferred tn
ION officers, directors and stockholders of al
operations by said laws and said act, such ab
ceptance being full, complete and bind sh
g, as if said rights, powers, privileges and
were set forth at full length in
IS instrument e.,
Zach subscriber hereto sets after his name an
$ postottlce address and a statement of the | ea
imber OF shares of stock which he agrees Al
, take IN the corporation, which is to be
ken and considered as the original sub W
rlption list of this corporation, and which Oh
TO be recorded as such
mus done and passed in my office. in the la
~ OF New Orleans, State OF Louisiana. on |
c day, month and year first above written |
me presence OF Messrs. Edward p. Ouinius