The herald. [volume] (New Orleans, La.) 1905-1953, 1915-11-04
THE Err AID


poratIon may be increased to the sum o
S2SO,OOO.0O by vote of two-thirds of all O
the stock at a special meeting called for tina
purpose or at regular annual meeting o
the corporation.
Article VI-All certificates of stock issue,
by this company shall be signed by the pres
ident and counterSigned by the secretary O.
treasurer or by a director of the company
he stock OF this corporation can be trans
TERED only the books of the cornorat;or
and subject to such regulations and formal
ties as may be by the board Of directors from
time to time prescribed. No stakeholder shall
he permitted to sell otherwise dispose o.
has stock without first Offering the same II
! writing TO the other stockholders, through the
! board OF directors, at a price not exceedine
| the book value thereof, and said stockholders
shall have an option and first right TO pur.
I chase all the shares of stock to be Thus dis.
posed of by sale, death, resignation or other.
wise Of any of the stockholders and shall
have period OF ten days in which to accent
or to decline said offer. Should the board OF
directors or the stockholders decline to pur.
chase said stock, then the stakeholder Cor
( stockholders who made the offer to sell or
| otherwise dispose of the stock, may do so in
/ any manner and at any price he may see fit:
/ Int each share OF stock is issued herein upon
/ the condition and understanding that no
stakeholder shall make a sale or transfer his
: stock IN violation thereof, and such sale or
/ transfer If made, shall be void and this com.
pany shall be under no obligation to list said
stock on its books or to regard the holder
/ Of the certificate thereof.
! Article VII.-The corporate powers Of this
! corporation shall be vested in and exercised
/ by board OF directors composed of three
stockholders two of whom shall constitute a
! quorum Tor the transaction OF business, but
/ SAID board Of directors may be increased TO
/ hive by majority vote OF the outstanding
stock at any annual meeting or at any spe-
/ cial meeting OF the stockholders called for
sad purpose, and without the necessity of
. fuel
charter. The directors of this corporation
may vote in person or by proxy at any of the
meetings Of the board Of directors and the
, board OF directors may delegate any Of its
powers 10 any officer or officers or other rep
rescntatIve of the company by appropriate
resolution 10 that effect. The first board of
| directors OF this corporation shall be COM
posed OF karl Neumond, Ludwig Eisemann
! ana NaIPh j. SChwarz, who shall serve until
the second Wednesday in January, 1917 or
until their successors are elected and quail.
ned The directors shall be elected annually
by the stockholders at a meeting held on the
second Wednesday IN January in each year
after date hereof. Notice OF said meeting
shall be given fifteen days prior to the date
"f the meeting IN writing sent to each of the
stockholders at his last known place of resi-
Ience The board OF directors may change
me date OF SAID annual meeting TO any other
date IN January by written notice to that
effect sent at least fifteen days before the
date TO which said annual meeting has been
changed directed to each stakeholder at his
last known place of residence. Each stock
holder shall At such annual meeting or other
meeting, general or special, be entitled in
person or by proxy to vote for every
share OF stock owned. The elections shall be
held under such rules and regulations as NAV
be from time TO time determined by the board
Of directors.
The directors when elected shall hold Office
tor one year or until their successors shall
have been elected and qualifd and failure to
hold the annual meeting of stockholders or to
elect annually the directors shall not operate
the forfeiture of this charter or any rights
hereunder.
The first officers of this corporation who
shall hold office until the second Wednesday
IN January, 1917, or until their successors
are elected and qualified shall be Ludwig
Eisemann as president and Fritz Marx as
treasurer, and Ralph ]. Schwarz as secretary
Any vacancy occurring in the board of d.
rectors may be filled by the directors for the
unexpired term.
The first board of directors shall hold Office
until the second Wednesday in January, 1917,
or until their successors are elected and quail
flied.
Article VIII.-This charter or act of incor.
poration may be changed, modified, altered
or amended by and with the consent of two
thirds of all the stock at any meeting, gen.
erai or special, held for that purpose, and
such amendments may be material or imma-
terlal subject only to limitation as may by
law be provided, and this corporation shall
have the right and power to increase or de-
crease its capital stock hereinbefore set
out, and any increase of the capital stock in
excess of the amount named herein as the
amount to which the capital stock may be
increased, may be made by three-fourths vote
of all outstanding stock.
Article lN.-Notice of any and all meetings
referred to in this charter or required by law
shall be given in the manner provided in
giving notices in case of election, unless the
same shall have been waived.
In case of dissolution, liquidation or ter
mination of this charter by limitation or
otherwise, the affairs of this corporation shall
be liquidated by one more liqudators elect
ed by the stockholders who may provide the
number of said liquidators and vest them
with such power and authority as may by
law be permitted; FIX the terms and cond- |
tions upon which they shall serve and their |
and provide that in case of
death disability of any one of said lqu- |
datOrs the remaining liquidators may fill the
vacancy continue TO act on behalf of the
corporation.
Article X-No stakeholder of this corpora |
ton shall be liable or responsible for any
acts, contracts, debts or defaults of this COM |
pany or any of its officers shall any in |
formality in organization have the effect of
this charter null and void or ex- |
posing a stockholder to any liability beyond |
the unpaid balance due on the stock held by |
him.
Article XI.-The subscribers hereto have |
written opposite their names the number of |
shares subscribed for by each of them and |
their post Office addresses so that this charter |
may serve as a subscription list, all of which /
are payable in the manner and |
form as set forth herein as per document
hereto annexed and forming part of this |
charter and as provided for in Act 267 of the |
General Assembly of the State of Louisiana
Of 1914
Thus done and signed at Me- Orleans,
Louisiana, this 9th day OF September, 1915, |
in the presence of Paul Chaser and Edwin
Gum, competent witnesses, residing in the
parish of Orleans and State of Louisiana, who
sign these presents, together with said ap-
bearers and me, notary, after due reading of
the whole.
Original signed: Names omitted
Witnesses: Paul Chasez Edwin Gum.
PHILIP GENSLER, JR., Notary Public.
|, the undersigned recorder of mortgages,
in and for the parish of Orleans and State
IF Louisiana, do hereby certify that the above
and foregoing act of Incorporation of K. & E.
Inc, was, this day, duly recorded |
in my Office in book l1S7, folio SIS.
New Orleans, La, September u, 1915.
(Signed) EMILE J. LEONARD. by. R.
l hereby certify the above and foregoing
TO be true and correct copy of the original
act of Incorporation of X. & E. Neumond,
Inc, and of the certificate of recofdation of
he Deputy Recorder of Mortgages, except that
rom this copy Of said act there are omitted
he names of the subscribers and the number
If shares subscribed to by each of them as
permitted by law. |