The herald., 1915-07-08

to break and alter at pleasure; to hold. re.
| eelVe, lease, reclaim, purchase and convey,
as well as mortgage, hypothccate and pledge
property, both real and personal; to issue
| ponds, notes and other obligations or nego-
| TABLE instruments; to name and appoint such
managers, directors, officers, agents and other
| employees, as the interest and convenience
OF sdld corporation may require demand /;
10 make and establish such bylaws, rules
and regulations for the management and con-
troL OF ITS business and affairs as may be
deemed necessary or expedient, and the same
70 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
ID hereby hNed IN the city OF New Orleans,
III inns state. All citations and other legal
process shall be served the president, and,
IN ms absence, on the vIce-preSldent, and,
IN the absence OF both, on the secretary OF the
corporation.
Article III.-The objects and purposes for
which this corporation Is organized and the
nature OF the business TO be carried on by 1t,
are hereby declared to be: 10 acquire the
patent nights vi James Z. Bowling Tor his
improved cNcavatIng machine under applica-
ton tor Letters Patent now pending IN the
United States Patent Once, IN Washington
~ l., beng application No. opal; 10 manu-
idCtuTe, use, lease and sell the SAID eXCayat-
ing machine; TO own and operate plant tor
Inc manufacture Ut sand machine; to own,
acquire, buy, reclaim, cXCavatc, cultivate, de-
Velop, improve, build upon, lease and sell
lands and real estate; 10 construct, own and
operate dTedges and other machinery neccs-
sdTy 10 drain, CNCaydtc and reclaim lands; to
construct, own and operate boats for trans
pOrtatiOn, propelled by steam, gasoline, cleo
tTlClty or other power; to create and establish
drainage districts and drainage systems on
the lands which 1t shall acquire, drain such
districts and tx land charge on the lands
OF such districts tor maintaining such drain
age and systems; to carry out, establish, con-
strict, control and supcrInIend any ways, roads,
udH.ways, ierues, bridges, haTbOTs, water
courses, wharves, levees, entertainments, hy-
urdullc works and other works; and generally
10 DO and engage IN any other business, I'M
dertaklng or enterprise, connected with, grow
ing out OF or Incidental to any OF the puI-
poses hereiuaboye set forth.
The consideration for which said patent
rights are to be acquired is hereby declared
to be the sum Of nInety-nIHe thousand, seven
hundred dollars, represented by nine hundred
and nlnety-seyen shares OF stock OF this cor
poraton OF the par value OF one hundred dol
lars each.
Article IV.-The capital stock of said cor
poratlon IS hxed at the OF one hundred
thousand dollars, divided into thousand
shares OF the par value OF one hundred dol
lars each, which stock snail be paid Tor
cash or 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-
bic, and said Bowling hereby subscrlbes Tor
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 olhcers as may be designated by the
board OF directors.
The said corporation shall at once become
and be going concern and shall Immediately
commence business.
The said capital stock may be increased
from time to time to any amount not exceed
ing hive hundred thousand dollars such IN
creaseS to be made provided by law.
Article Vail the corporate powers OF said
corporation shall be vested IL and the man
agement and control of its affairs shall be es-
CTcISed by a board OF directors, composed OF
four stockholders. Each director shall own at
least one share OF stock and shall be electel
annually, by the stockholders, by ballot, on
the Thursday following the hrSt %onday IN
yanuary-the hrst election 10 be held III 1910
Notice shall be given by mail, addressed TO
each stakeholder, at his last known place OF
residence as shown on the books Of the cor
poratIOn, said notice TO be mailed not 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 election
as above provided, such failure shall not 10Y
felt this charter, but election shall be hello
as soon as may be practicable after notice as
above provided.
Each board OF directors, at its first meeting
alter each election, shall elect from its num-
Der a president and a vice-president; and
shall also elect a secretary and a treasurer,
who may be members OF the board or not, as
the directors see mt; and both OF said offices
may be held by and the same person, as
and treasurer. determined
by the board.
A majority of the directors shall constitute
a quorum for the transaction OF all business,
and any vacancy occurring on said board
shall be filled by the remaining directors for
the uneXpIred term. The said board, or such
officer or manager as 1t may designate shall
appoint such officers, managers, clerks and
other employees of said corporation as may
be necessary for its business and shall dis
miss the same; and the tenure of office and
employment OF all officers, managers, clerks
and employees shall be during the pleasure
of said board.
The said board shall have the right and
power to buy, sell, improve, contract, lease,
borrow money, issue bonds and execute mort
cages, and, IN general, to exercise all the
powers OF the corporation, as well as TO carry
out its objects and purposes-all without ref
erence to or authorization by the stockhold-
ers.
From time to time said board shall adopt
rules, regulations and bylaws for the man
agement and control of the business and af-
fairs of said corporation, and, in its discre-
ton, shall cancel, change and modify the
same.
Article Vino subscriber hereto or stock |
holder of the corporation shall ever be held |
liable or responsible for the contracts, faults |
or debts of said corporation; shall any
mere informality in its organization have the
effect of rendering this charter null, or of !
exposing any subscriber or stakeholder to any
liability beyond the unpaid balance, if any, |
due on the shares subscribed for or owned by
him.
Article VII.-This act of Incorporation may
be changed, modified, or altered, or said cor !
poration may be dissolved, with the assent of
the holders of two-thirds of the stock of the |
corporation, whose owners are present and !
represented at a general meeting OF the hold !
ers of stock, after at least thirty days writ |
ten notice of such meeting has been given |
through mail, addressed to each stakeholder |
at his place of residence, as shown on the |
books of the corporation.
In case of dissolution, whether by the eX- |
piration of this charter otherwise, the hold |
ers of stock shall elect three llquldators from /
among their number, to liquidate and settle |
the business and affairs of said corporation |
In case of death or disability of any of said |
liQuidators, the survivors, the remaining |
liquidators, shall appoint a successor to such |
liquidator. Said liQuidators are hereby given |
full power, either by court or law proceed |
ings, or without such proceedings, they |
shall elect, to collect all amounts due the |
sell or otherwise dispose of its
assets, pay its debts and liabilities, and COM
promise and settle all disputed questions ard
matters and shall have and exercise ali i
other mowers necessary and usual to fully |