The herald., 1915-11-11
CHARTER
IF TIE UNIVERSAL ELECTRIC AND
SPECIALITY MFG. COMPANY,
INCORPORATED.

BE II known, that tniS the 9th day o
the month of November, in the year of gu
. Lord one thousand nine hundred and fifteen
and OF the independence Of the United State
: OF America the hundred and forteth, be
: fore me, William IL. ByrneS, Jr.. a notar,
public duly commits stoned and qualified in an,
! for the parish Of Orleans, State OF Louisiana
, therein residing and IN the presence of thu
Witnesses hereinafter named and unders gned
personally came and appeared the undersignc,
parties who declared unto me, notary, tina
they do hereby form themselves into a cor
pordtiOn for term OF nincty-nine (99D year,
from tins date, Tor the objects and purposes
and under the stIpulatronS hereinafter Sc
forth.
Article The name of this corporation
shall be the Universal Electric and Specially
| Manufacturing Company, Incorporated, and
| under its SAID corporate name, II shall have
power and authority to have and enjoy cor.
Poratc existence and succession for the full
| term and period OF ninety nine years from
| and after the date Of this act; to contract sue
! and he sued; to make and To use the corpo-
| rate seal, and the same 10 break or alter at
| pleasure to hold, receive, lease, purchase and
| convey, ds well as TO pledge, mortgage and
! hypothccdte property, real, personal and
| mixed, COrpOrcal and InCorPOrCal; to name
and appoint such managers, agents, directors,
| officers and employees As ITS business, inter
| C>t> and convenience may require; to make
| and establish, well alter and amend,
! from time to time, such bylaws, rules and
| regulations for the proper government OF the
| AFFAIRS OF sand corporation; 10 issue bonds,
notes or other obligations; and generally
| To do everything else that may be necessary
| To further the objects and purposes herein
after named
| Article 1.-THE domicilc Of said corpora
| ton shall be in the city OF New Orleans
state Of Louisiana, and all citation and other
| legal processes shall bc scrved on the presi-
dent, and m has absence on the vICe-prcSI-
dent, and III the absence OF both of these on
the secretary or the treasurer.
| Article III.-The objects and purposes for
which this corporation IS established, and the
nature Of the business to be carried on by IT,
are declared and specified to be:
To manufacture, purchase and sell electrical,
mechanical, compressed air and gas appli-
anceS, TOOLS machines, and objects of what
soever nature and kind used where steam
electricity, compressed air, gas or motive
power Is used; to do a general manufacturing
and repair business, electrical, mechanical,
or otherwise; 10 install all kinds of machin-
cry and appliances; to operate and construct
steam, electric, or other power plants; to rep
resent others agents otherwise, in the
same or similar lines of businesses; to act
as manufacturers agents and to receive and
sell goods on consignment; to acquire and own
stock IN other corporations, and generally to
hold and exercise all such incidental rights
powers and privileges as relate to the objects
and purposes hereinabove set forth, and to
these ends To buy, use, lease, mortgage, pledge
or otherwise acquire or sell real or personal
property.
Article IV.-The capital stock of this cor
poratlon Is hereby fixed at the sum of one
hundred thousand (SlOOOOOOO dollars, divided
into and represented by TWO thousand shares
OF twenty-five tS25.OO dollars each, hereby
declared and designated as preferred stock,
sand preferred stock to bear cumulative in
terest at the rate of eight per cent (SCC) per
annum, and shall be issued in accordance
with the provisions and subject to the restric- |
tons provided in Article Five OF this charter. |
The balance of the capital stock fifty thou |
he teJ
by two thousand shares OF common stock of |
the par value OF twenty five (S2S0O) dollars /
each; all OF said shares of common and pre-
ferred stock may be issued for lawful money
for property received, for services or labor |
actually rendered the said corporation in |
accordance with the laws of the State of Lou
lsiana on the said subject. After the redemp-
tion OF the nifty thousand CS5O,00O0O) dollars
preferred stock issued, provided for in
Article ", the capital stock of this corpora
ton will be reduced to fifty thousand ESQ.,.
OOOO dollars
The holders and owners of common stock
IN TINS corporation shall be entitled TO one
vote for each share of common stock at ali
stockholders meetings of this corporation
The preferred stock will not be entitled to
vote in stockholders meetings
Article N.-The certificates of the preferred
stock shall be redeemable in twenty COZ five
per cent l9%p) payments, which said pay
ments shall be made at the option of the
Board OF Directors, provided, however, that
no money snail ever be used by the said
Board of Directors except out of the net
earnings of this corporation, and provided
iurther that not more than four payments or |
twenty per cent (209o) shall be redeemed in
any one calendar year, and provided further
that whenever a payment is made, the par
value OF the stock certificate will be reduced
the amount of the said payment Dividends
Will, thereafter, be paid only on the net
value OF the said stock after making said
deductions. No redemption PAYMENTS will he
made until all cumulative dividends are maid
IN full. After all the payments are made
he certificate will be returned to the corpora,
non and cancelled. Until the redemption of
The preferred stock as provided for herein is
completed, dividends shall be paid on the
common stock.
Article NL-All the corporate powers of said
corporation shall be vested in and exercised
by board of directors TO be comnosed ~
i've C0 stockholders to oe elected annuaIIy
IN the third Tuesday of January, 1917, or until
helr successors shall have been elected and
luallhed. All such elections shall be held at
ne domicile and at the place of business of
and corporation and shall be by ballot under
he supervision of one % commissioner TO
'e appointed by the board of directors. Notice
u such elections shall be given each stock
holder IN writing by the secretary at least
en- ClO) days prior thereto, which said notice
nall be mailed to the last known address of
aid stockholders.
At all such elections and at all corporate !
meetings, every stakeholder shall be entitled
tanding in his name on the books of the {
ompany, to be cast in person or by written |
roxy, and a majority of votes cast shall
lect ""i
ANY vacancy occurring among the directors
" death, resignation otherwise shall be |
He'd by election for the remainder of the
ERIN by the remaining directors. A failure. 2
owever, to elect directors on the date above | Q
peclhed or to fill a vacancy on said board 9
'hen one occurs, shall not dissolve the cor I
Grafton nor impair its corporate manage .
1ent. but the directors then in office shall
emain IN office until their successors are {
lected and qualified. $
The board of directors shall elect from J
mong their own number a president, a vice q
resident, and a secretary and a treasurer. :
hey may from time TO time name and an =
ONT all such other officers and agents as II
lay deem necessary for the purpose and ! h
usiness OF the corporation. They shall have &
over 10 FIX and define the duties of every .
nicer and employee and all said officers and a
mployees shall hold Office and employment y
the pleasure of the board They shall :,
ave power to make and establish as well as | =
alter and amend, any and all bylaws. rules
no regulations necessary and proper in its h
lugment ior the conduos, support and man. n
cement OF the business and affairs of the a
operation. "
The board shall have full power and All II
lority TO borrow money, execute mortgages. t.
eates mems, issue bonds, notes or other liza e;
subject to the restrictions of OF
e law, regards the voting Of the sare e,
Id generally to do all things or convenient st
the proper carrying on of the business of ar
e corporation. CT
Three members of ,ba bo.-l 1T, / bt