The herald., 1915-07-15


deemed necessary expedIent, and the same
10 change and alter at pleasure; and to do
all acts and things necessary and proper to
carry out the objects and purposes OF SAID
corporation.
Article 1.-THE domicile Of said corporation
IS hereby liked in the city OF New Orleans,
IN tins state. All citations and other legal
process shall be served on the president, and,
IN has absence, on the vice president, and,
IN the absence ot both, on the secretary OF the
corporation.
Article lII-The objects and purposes for
winch TINS corporation Is organized and the
nature OF the business to be carried on by 1t,
are hereby declared to be. To acquire the
patent rights OF James l.. Bowling for has
improved eXcdvatlng machine under appiIcd-
ton Tor Letters Patent now pending IN the
United States Patent Once, IN Washington,
ID. C., being application No. 22,y+l; 10 manu-
iaCtuTe, use, lease and sell he said exCaydt-
ing machine; to own and operate d plant Tor
the manufacture Ot SAID machine; 10 own,
acquire, buy, reclaim, excavatc, cultivate, de-
velop, improve, build upon, lease and sell
lands and real estate; TO construct, own and
operate dredges and other machinery neces-
SdTy 10 dram, eNCdvate and reclaim Lands; 10
construct, own and operate boats Tor trans
poTtatlon, propelled by steam, gasoline, cleo
irIclty or other power, to create and establish
drainage districts and drainage systems on
the lands which II shall acquire, drain such
districts and TX land charge the lands
Oi such districts Tor maintaining such drain
age and systems; to carry out, establish, con-
5,
tramwayS, ferries, bridges, harborS, water
courses, wharves, levees, entertainments, hy-
draulIc works and other works; and generally
10 do and engage IN any other business, I'M
dertakIng or enterprise, connected with, grow
ing out OF or incidental to any OF the pur-
poses heTeInabove set forth.
The consideration for which said patent
rights to be acquired is hereby declared
to be the sum Of nInety-nlne thousand, seven
hundred dollars, represented by nine hundred
and niuety-sevcn shares OF stock OF this
poration OF the par value OF one hundred dol
lars each.
Article IV.-The capital stock of said
pOratIon is fixed at the sum OF one hundred
thousand dollars, divided into one thousand
shares OF the par value OF one hundred dc!-
lars each, which stock shall be paid Tor III
cash property, at such times and in such
amounts as may be determined upon by the
board OF directors.
This corporation shall issue to the said
Bowling nine hundred and ninety-seven
shares OF stock, all full paid and non-assessa-
Bile, and said Bowling hereby subscribes for
said shares Of stock, the same to be paid Tor
| by being accepted in full payment OF the
| patent rights sold to this corporation.
Other subscriptions to said capital stock
shall be paid IN cash, at such times and in
| such amounts as may be determined by the
| board OF directors.
No transfer OF stock shall be binding upon
said corporation unless made upon the books
and all certificates OF stock shall be signed
| by such othcers as may be designated by the
! board of directors.
The said corporation shall at once become
| and be a going concern and shall immediately
commence business.
| The said capital stock may be increased
| from time to time to any amount not exceed
ing five hundred thousand dollars such IN
! cTeaseS TO be made provided by law.
! Article V.-All the corporate powers OF SAID
! corporation shall be vested III and the man
| agement and control of its affairs shall be e.
| ercised by board OF directors, composed OF
t,,11 a.,t hall nj
least one share of stock and shall be electeu
| annually, by the stockholders, by ballot, on
| the Thursday following the hrst Nonoay IN
January-the first election 70 be held IN lSlo
Notice shall be given by mail, addressed TO
each stakeholder, at his last known place OF
| residence shown on the books Of the cor
poration, said notice to be mailed nos more
than three weeks, nor less than TWO weeks
before such election, and all elections shall
be held under such rules and regulations as
may be fixed by the board of directors.
In case of any failure to hold an elecuon
as above provided, such failure shall not FOR
felt this charter, but an election shall be hello
as soon as may be practicable after notice a,
above provided.
Each board of directors, at its first meeting
after each election, shall elect from its mum
Der a president and a vIce-pTesident; and
shall also elect a secretary and treasurer
who may be members of the board or not a!
the directors see ut; and both OF said ONCE:
may be held by one and the same person, q:
secretary and treasurer, as may be determined
by the board.
A majority of the directors shall constitut,
a quorum for the transaction OF all business
and any vacancy occurring on SAID boaTC
shall be filled by the remaining directors to-
the unexpired term. The said board, sucl
officer or manager as 1t may designate shat
appoint such officers, managers, clerks ant
other employees of said corporation as MAJ
be necessary for its business and shall dis
miss the same; and the tenure OF office anC
employment OF all officers, managers, clerk
! and employees shall be during the pleasure
of said board
The said board shall have the right ant
power to buy, sell, improve, contract, lease
borrow money, issue bonds and execute mort
cages, and, in general, to exercise all tn
. powers of the corporation, as well as to carr,
out its objects and purposes-all without ret
erence to or authorization by the stockhold
ers.
From time to time said board shall adop
rules, regulations and bylaws for the man
agement and control of the business and al
fairs of said corporation, and, in its discIe
, ton, shall cancel, change and modify tn
! | same.
Article Vino subscriber hereto or stock
holder of the corporation shall ever be he'll
: liable or responsible for the contracts, fault
or debts of said corporation; nor shall an
mere informality in its organization have tn
| effect of rendering this charter null, or Q
exposing any subscriber or stakeholder to an
liability beyond the unpaid balance, if any
/, due on the shares subscribed for or owned b
him.
!. Article Widths act of Incorporation ma
be changed, modified, or altered, or said col
poration may be dissolved, with the assent G
' the holders OF two-thirds of the stock OF tn
E corporation, whose owners are present an
a represented at a general meeting Of the hold
; ers of stock, after at least thirty days writ
ten notice of such meeting has been give
through mall addressed to each stockholde
' at his place of residence, shown on tn
: books of the corporation.
o In case of dissolution, whether by the e2
piration of this charter otherwise, the hold
| ers of stock shall elect three llquidators trol
o among their number, TO liquidate and settl
: the business and affairs OF said corporation
s In case of death or disability of any OF SAL
h liquidators, the survivors, or the remainlT
n liquidators, shall appoint successor to sue
r liGuidator Said liqudators are hereby give
: full power, either by court or law proceed
ings or without such proceedings, as the
: shall elect, to collect all amounts due II
e corporation, sell or otherwise dispose OF Il
e assets, pay its debts and liabilities, and con
! promise and settle all disputed questions ar
o matters; and shall have and exercise a
d other powers necessary and usual to full
i and finally settle, wind up and liquidate a
o the business and affairs of the corporation
c and distribute its net assets or funds amor