The herald. [volume] (New Orleans, La.) 1905-1953, 1915-04-22

cancellation by the stakeholder. in whose
favor said stock is issued, or by his duly
authorized agent.
None of the stockholders shall have the
right to transfer or assign any of the shares
held by any of them, without having hrst
offered the same to the Board OF Directors,
which shall have the right TO purchase them
for the benefit of the corporation within hve
days thereafter at their book value as shown
by the, st2cktaking last preceding the trans,
fer. All shares purchased by the corporation
| may be re-issued by it at not less than their
par value.
} Article IV.-The capital stock of this cor
poration may, on complying with all the
\ requisites Of the law, be increased TO the
sum Of one hundreds thousand dollars ClOo,-
Article V.-The domiciIe of this corpora
ton shall be in the City of New Orleans,
| State Of Louisiana, where all citation or
| other legal process shall be served on the
president, or in his absence, as the law
directs.
Article VI.-This corporation shall have, and
enjoy succession and duration for the period
Of ninety-ni years from the date hereof.
corporation shall be vested in and exercised
by a Board of Directors, composed OF hve
stockholders, who shall be the bona hde
| owner of stock standing in their names, and
which stock shall be unpledged and unen-
numbered by them; three OF which directors
shall constitute quorum for the transaction
Of business
! the Board of Directors of this corporation,
| to-wit:
Mr.. George Vincent Frye. whose business
| address is 7O+ Hennen Building, and who
resides at the Hotel Monteleone, both in New
Orleans; Mr.. Ezra Wallace Holden, whose
business address is 70l Iiennen Building, and
who resides at 1920 ST. Charles Ave, both in
New Orleans; Mr.. Arthur L. Derby, whose
| business address is 704 Hennen Building and
who resides at +O5l Carondelet St, both in
New Orleans; Mr.. Lee J. Mttinger. whose
he, .e do aud
who resides at the Hotel Monteleone; and
! Mr.. Frank Bierce, whose business address is
! 7O4 Hennen Bldg, and who resides at No.
1900 Marigny St, New Orleans. Thereafter,
the Board OF Directors shall be composed OF
stockholders, who shall lbe elected annually,
| beginning on the first Monday in May, 1910,
any stakeholder shall be eligible to mem.
| bership without regard to the number OF
shares owned by him. All elections shall be
| by ballot, and each stakeholder shall be en-
titled TO vote for each share of stock
standing in his name on the books of the cor
poration, the vote TO be cast in person, or by
proxy, 1t shall require a majority Of stock
present, or represented, TO elect. Failure TO
elect Bord OF Directors on the first Monday
elect Board Of Directors the first Monday
forfeiture OF this charter, but the old Board
| Of Directors shall remain in office until
their successors are elected and qualified
Article NIII.-The Board of Directors shall
/ hold regular meetings at the domicle of the
| corporation, with the written consent of all
directors, elsewhere, within without the
| state OF LOUISIANA, at SuCh time as may De
| fixed by the bylaws OF this corporation.
Any vacancy occurring in the Board of Di
rectors, either from death, resignation, or in
| ability TO serve, shall be filled by the Board
| OF Directors at its next regular meeting after
such vacancy shall have been brought to its
knowledge.
Article IX-The officers of this corporation
| shall consist OF a president, first and second
vlce-presIdent, a secretary, and treasurer,
| each OF whom with the exception of the
| rotary, must be a stakeholder; the Offices of
secretary and treasurer may be held by one
and the same person. Until the election TO
be held in 1910, the following named persons
shall constitute the officers of this corpora
ton: George Vincent Frye, president;
Ezra Wallace Holden, as first vice-president;
Lee J. MIttInger, as second vice president;
Arthur l.. Derby, as secretary-treasurer.
Article N.-Ihs corporation shall have the
| following powers:
the above named board Of directors with all
corporate powers;
% To have succession in its corporate
name for the time above specifed;
(c) To sue and be sued by its corporate
name in any court to competent jurisdiction;
I'D To make and use a common seal, and
to alter the same at pleasure;
(e) To acquire property by grant, gift pur-
chase and TO devise and bequest; to lease hold
or dispose of, and to mortgage and pledge
the same;
%. To appoint such officers and agents as
the business of this corporation may require
and to FIX their compensation;
GO To make bylaws, fixing, altering
the management of its property, the regula-
ton and government of its affairs, and the
manner and certihcation of its stock;
CHI To wind up and dissolve itself;
ID To conduct business in this state, or other
states, the Federal Districts and Territories,
and the possessions of the United States, and
in Foreign Countries;
% To hold stock in other corporations; and
the capital stock of this corporation may be
issued for the capital stock of other corpora
tons
Article. XI.-This charter may be altered
or amended IN any manner, including the in
crease or decrease of its capital stock, and
the affairs of the corporation wound up and
the corporation itself dissolved in the manner
and on complying with existing laws.
The incorporators hereof have placed oppo-
site their respective signatures, the number
of shares of the capital stock for which each
have, respectively, subscribed, which is to be
taken and considered as the original subscrip-
ton list OF this corporation, and which is TO
be recorded as such
And the said George Vincent Frye, in pay
ment and liquidation of his subscription for
ten shares of the capital stock of this corpora
ton, assigns, sets and delivers to it.
said corporation, the sole and exclusive right
TO make use OF the process or method OF con-
verting cotton seed, and other vegetables
oils and fats, into the commercial article de-
signated in the trade compounds" or
lard compounds" known as the Frye Pro-
cess" The basis of which method or process
consisting. principally, of passing a current
composition and manufacture of which cleo
tTode being secret, and known solely to said
George Vincent Frye) This electric action
being operated at certain temperatures, volt
ages and ampherages, together with certain
manpuatlons of said oils, or fats, also known
only to said George Vincent Frye and which
brings about the solicitation of said oils or
fats.
And, in consideration of the issuance to
him, the said George Vincent FRYE, of the
said ten shares of the capital stock of this
corporation, full paid, he does, by these pres
ents, assigns, sets over, transfer and deliver
unto this corporation, the sole and exclusive
right to use, during the full period of the du-
ration of this corporation, the said Frye's
Process, and to furnish to it with as MANY of
said secret electrodes may, from time TO
time, become necessary in the operation of
its business, whether for itself, or for the
equipment and use of other plants and manu-
factories to be designated by it, And the
said Frye binds and obligates himself, during
the whole of the life of this corporation as he
does hereby bind his heirs and assigns, not
to himself use or permit other to make use
without the written consent and permission
OF this corporation of the said Frye Process
Of said secret electrodes, in the manufacture
OF said Compounds or lard compounds"
If at the death of said George Vincent
then all the rights of said Frye shall descend
to his heir, who shall also be bound to full
fill all his obligations Hereunder. (Said
Frye now declares that he intends by his
last will to designate as his heir Claire C.
Sackett)
1t is distinctly understood that at the
termination of this corpOratiou Uhetber h.,