The herald., 1915-12-02

1
Uses, whether the value is established by the
| joint act of the owner, mis- agent, widow,
| heirs or representatives or by the board OF
| directors acting in default of the cooperation
| OF said person or persons.
Upon receipt of the offer or acceptance OF
| any shareholder to purchase said stock and
upon obtaining guarantee satisfactory 10 sald
| board for the price thereof, the board OF di-
| rectors shall thereupon give notice thereof to
| the owner of the stock, his agent, or repre-
! sentative, and before the expiration of the
period of eighty days aforesaid, shall call IN
| the certificate certificates representing such
stock and pay the price or value thereof and
| cause the same to be transferred on the books
| to the purchaser.
Second The preference. option and right of
purchase heretofore vested by paragraph hrst
IN the other shareholders shall exist in full
! force and effect in their favor to acquire the
! shares of stock of deceased stakeholder, and
the iormalities and course of procedure, the
! terms, conditions, stipuatiOns and delays
! hereinabove established in said paragraph,
. shall apply in all respects TO the procedure
to be followed in case of death. Immediately
! upon receipt OF information of the death OF
any Shareholder, it shall tie the duty Of the
board Of directors to cause the necessary steps
to be taken TO carry out and enforce those pro-
visions.
Third: The preference, option and right
OF purchase hereinabove established shall run
IN favor Of each shareholder of record for his
yirile share in proportion to his existing hold
ings in the stock, but should any shareholder
right shall pass to and be absorbed by the
other shareholders, provided that the owner,
his widow, heirs or legal representatives, as
the may be, shall not be obliged to de-
liver said stock unless the offers to purchase
the same shall include and cover the entirety
Of the offerings under paragraph first or all
OF the holdings under paragraph second.
Fourth: All certificates of stock shall bear
upon their face a brief reference TO the rights
) herein established in favor OF the stOckhold-
ers.
) Article IV.-All the corporate powers shall
be vested in and exercised by board of d.
rectors composed of three stockholders, the
majority OF whom shall constitute a quorum
for the transaction of all business. The board
of directors shall be elected annually by the
stockholders at meeting to be held for that
purpose on the first Monday of October of
. each year. The directors thus elected shall
. continue in office for one year and there
after, until their successors are elected and
have qualified. Any vacancy occurring on
. such board shall be filled by the remaining
: directors for the unexpired term.
: Any director may appoint by written instru-
|. ment another director or stakeholder to act
: as his proxy and in his stead at any time and
/ all meetings of the board Of directors.
No employee Of this corporation shall be con-
Sidcred as employed by the year, unless so
! contracted with in writing.
At its first meeting after election the board
, of directors shall elect out of its own num-
Der a president, secretary and treasurer
\ Said board shall have the right TO appoint
| and dismiss such managers, clerks and other
| employees Of the corporation as conditions may
/ Justify the business Of the corporation
| require. The tenure Of Office of all the en-
/ ployes Of the corporation shall be during the
| pleasure OF the board of directors. Until the
/ election to be held on the twenty hrst day o.
October, 1916, the following named shall con
| sti,ute the first board Of directors, tO-wit:
| Raymond b. Scudder, Colgate Scudder, NJ
II f. Scudder and A. X. Scudder. All OF wnou
reside at No. Richmond Place, New Or
Il leans.
| Article V-Meetings of stockholders for thu
/ purpose of election any other purpose MAJ
. be held upon fifteen days notice sent b!
mail or delivered, and a delivery of sucl
: notice in person or at the residence Of
stakeholder shall be sufficient for all pur
poses; such meetings may be held at an,
time place by unanimous consent and with
out notice. Any notice required by TIN
charter or by any laws OF the state may b
/. waived and such waiver shall be in writin
and incorporated into the minutes of an
meeting held under such waiver.
The stock Of this corporation has been SUI
scribed as follows: (the Subscribers heret
. all residing at No. 9 Richmond Place, NeN
Orleans, LOuisiana). Raymond b. Scuddel
2S5 shares; Colgate Scudder, shares; NJ.
. Scudder, 5 shares; A. X. Scudder, shares
! Article VI.-At the dissolution of this col
= poration, the liquidators to be then and ther
elected in addition to the powers conterre
upon them by the laws of this state, may I
: authorized 10 sell the property of the Co
) ! poration in whole or in block and TO recelV
: in payment therefor the bonds or stocks
: any other corporations. They may also be al
: | thorized TO compromise, arrange and adlu
! debts due by or to the corporation.
| Article VII.-The entire capital stock
T this company has been subscribed and fui
- paid. =,
day month and year, first above written,
'od the presence of Henry p. Dart, Jr., and In
art mas Joseph Dobbins, competent witnesse
10 vino have signed with the appearers and m
er. I,,a aft reading the whole.
the Original signed: r. b. Scudder, 2S5 share
Colgate Scudder, 5 shares; NJ. E. Scudder,
cid shares; A. X. Scudder, shares.
pm Witnesses: Henry P. Dart, Jr, t. J. DO
led bins. ->o,. NJ. DIX,
for STATEMENT OF MANNER OF PAYMEN
to- OF SUBSCRIPTIONS TO CAPITAL SIOS
OF RAYMOND b. SCUDDER, INC.
res The subscriptions to the capital stock
un- RAYMOND b. Scudder, Inc, have been pa
rst for in the manner following, to-wit:
the RAYMOND B. Scudder has subscribed to
ion shares of stock which he has paid for
lu. transferring to the corporation the tollowi
,er- assets: ,ooo
ted Tank cars GO cars a sl1OOOO)-------- p GOO
fol- Office fixtures and furniture ----- ~
nay Claims against railroad carriers. ZSO
I'D. Good will of business heretofore con- -.
ime Quoted by him individually -. lo'OoO
red $4,000
O UIt Less bills payable ....-.-.s, 5000
to Less accounts payable------.--~-2,SOOO . NM
ose o'00O
tis of 1900
eby Colgate Scudder has subscribed to 5 -,
lers shares which he has paid IN cash St
ard NJ E. Scudder has subscribed to ) %.
ion shares which she has paid in cash Su
old A. R. Scudder has subscribed to ) -,
the shares which she has paid IN cash IN
oy 5O,5O
uire The address of all the. above. subscTib
ling being No. 9 Richmond Place, New orlea
ere Louisiana. ,
in Before me, the undersigned auth G ny n =
the sonally came and appeared Raymond b. SC
zen. der, Colgate Scudder, NJ. Z. Scudder and
r, Scudder, who being duly sworn depose
no. saw that the foregoing statement IS true
the correct. Ill, ooe .L,,
ring Colgate Scudder, shares; M. Z. Seudder
he | shares: A r. Scudder, shares. Henry
/ or Dart Jr, T. ]. Dobbins.,
80. sworn to and subscribed before me,
nc, undersigned authority, this 10Th day OF "
the Der, 1915.
nan IEFF e WENCK, Notary Publ