The herald., 1915-02-18

ure; TO hold, receive, lease, purchase anu
convey, as well as mortgage and hypothecatT
property. real, personal and mixed, corporeai
and inCorporeal; to name and appoint suOH
managers, agents, directors ana oWCe's d
its business interest and convenience may !,
require. and to make and establish as wei.
as alter and amend from time to time suCH
by laws. rules and regulations tor the proper
government Of the affairs OF SAID corporation
as may be necessary and proper.
Article 1.-THE dOmiclle OF TINS c"ipordli'l
shall be in the City OF New Orleans, state oi
Louisiana. and all citations or other lega.
process shall be served upon the president "i
said corporation, or in the event OF ms an
senCe, upon the first vICe-presldent 'heie"i
and in the absence of both Of said oihcerN
upon the second vioc-presIdent OF SAD cor
poration.
Article III.-The objects and purposes ioI
which this corporation i organized ana e.
tablished and the nature OF the business %
be carried on by il are hereby declared "a
be; to acquire by purchase or othtr" -
property, real or personal. and the gnod VIII
rights and assets OF all kinds under sue =
terms and conditions as may lie deemed al
visable Of any person, nrm or corporation, ana
particularly the patent rights and good VIII
Of the Price Oil Tank Works and !. a
Price, patentce and to pay Tor thC same ~
cash or stock other securities OF inc cor
poration and to manufacture, export, import
buy, sell and generally deal III fluid self
measuring devices, storage systems TANKS
etc, under said patent rights. when may bt
acquired, and to carry on the business oI
said corporation in Louisiana and IN ali the
States OF the United States and III foreign
countries; and generally to do and perform
all things pertinent and incident and which
may be proper and necessary 10 carry out ana
execute the objects and purposes OF TINS cor
pOratIou.
Article IV-The capital stock of this cor
poratiou Is hereby fixed at the sum OF one
hundred thousand dollars and OOlO, islOO',
uOOO dollars, divided into and represented
Gha OF
value Of ten and pD-lOO. $1,000 dollars each
said stock shall be paid for in cash. or m
such installmeutS at at such time ana ditei
such notice to subscribers as the board oil
Directors may fix. or same may he ISSUED at
not less than par for labor done or services
performed for said corporation. or Tor prop
crty or rights actually received by SAID cor
poratiOn.
Fifty thousand four hundred and 0O-l0O
$50, 5000, dollars of the capital stock has
been subscribed to the corporation at the
time of the passing OF this act OF Incorpora
ton, and this corporation shall become go
ing concern and shall be authorized to com
mence business as soon fifty thousand anI
OO-lOO CS5O.OOOOO) dollars OF its capital STOCK
shall have been paid for. either in cash OF
Tor labor done, or services performed Tor Sai'
corporation. or for property or rights actually
transferred to II.
Article V-The capital stock of this cor
poration may be increased to the sum of two
hundred and fifty thousand and U-lD dollars
(S25OOO.m by vote OF two-thirdS OF all Tx
stock. at a meeting called for that purpose.
Article NI.-Transfer Of stock shall be mad,
only on the books OF the corporation, subJec
to such regulations and formalities as thu
Board OF Directors may prescribe. Any
Stockholder wishing To sell his stock mus
offer the same in writing to the other stock
holders, through the Board OF Directors, at
price not exceeding the book value thereof
who shall have option TO purchase al
shares of stock TO be disposed of by sale
| LIT nfh Rv nf a
its members, and they shall have fifteen day.
in which to accept or decline said offer
Should the Board OF Directors decline to pur
| chase any stock, the Stcokhoder who ha
made the offer to sell, may then dispose of hi
stock in any manner or at any price he may
see fit. but any sale or transfer made by
stakeholder in violation OF this article shall
he void and no transfer OF stock shall b'
made on the books of the corporation unless
the provisions thereof are strictly complied
, with
Article VII.-All the corporate powers o
this corporation shall be vested i'll and eNer
cised by a Board Of Directors. composed o
twenty ONE stockholders. FIVE of whom shall
constitute quorum for the transaction o
business.
Theodore F. Posner, Eugene Buckmaster
]. NJ. Rollosson, Travis ID. Price, Roge
Holmes, W. NJ. Gordon. ID. 5; Gregory, Georg
Price, W f. Mitchell, H. J. Neith. George r
Holmes. Mrs. Hattie NJ. Price, Irwin Miller
Frank y Perschall, X. H. Gregory, F. a. Rol
lesson, Vim. f. Price and Francis NJ. Fulle
shall compose the first Board of Directors o
this corporation. This first Board of Director
shall serve until the second Monday of Feb
ruary, 1910. after which the directors shall b.
elected annually by the stockholders at
meeting TO be held on the said second Monda,
of February in each year. Said meeting o
stockholders to be preceded by fifteen day
notice in writing sent to each of said stock
holders at his or her last known place of resi-
dence. Each stockholder shall be entitled II
| person or by proxy to one vote Tor ever,
share owned by him or her; all elections shall
| be held under such rules and regulations a
may be determined by the Board of Directors
| The directors, when elected, shall continue II
office for year and until their successor
| shall have been duly elected, and shall hav
| been qualified. No failure to elect shall
| operate the forfeiture of this charter or an.
| right under the same. Any vacancy occurring
| on said board shall be filled by the remaining
directors for the unexpired term.
Theodore E. Posner shall be president; {
!. Salm, FIRST vice president; J A. Price, sec
| ond vice president, and Frank " Perschall
| secretary treasurer of the first Board of Di
rectors to serve until the second Monday il
| February, 1915.
| Article NIII.-The funds of this corpora
ton shall be deposited from time to time in
| bank or banks to be selected by the Board o
| Directors. All checks, notes, or instrument
| drawn or executed or issued in said corpora
tons name shall be countersigned by a
| least two officers of the corporation. No Off
| clal shall thus sign or endorse the name o
| the corporation save strictly in its concerns
| Article 1N.-Ths act OF Incorporation ma
| be changed modified amended or the CAPT
| tai stock increased or decreased by and wit
the consent Of two-thrd of all the stock.
| y change in the objects and purposes ma
| he made only by vote of all the stock there
| for issued; and an increase of the capita
| stock in excess of the amount original
| named herein as the amount to which the cap
| ital stock may be increased, may he made b
| three -fourths of all the outstanding stock.
| This corporation may be dissolved by
vote of two-thirds of all the stockholders a
! a meeting called for that purpose
| Notice of all meetings referred to in thi
! article shall be given III the same manner a
| is provided for the giving of the notices @
| election. In case of dissolution or termina
| ton OF this charter, either by Limitation O
| otherwise, the affairs of this corporation shall
| be liquidated by three liquidators, electe
| by the stockholders from among their ow
| number, each liquidator shall have full au
/ thority TO settle and wind up the bushes
| affairs of this corporation. The terms an
| conditions and the compensation for such SCI
| vices shall be fixed at the time Of election.
| case of the death other disability of any G
| the affairs of the corporation, the remainin
liquidator or liquidators shall fill said va
| cancy vacancies.
| Article Mo stakeholder of this corpora
ton shall be held liable or responsible for tn
! contracts, defaults or debts of this corpora
| ton, nor shall any mere informality of thi
| organization have the effect of rendering thi
| charter null, or of exposing any stockholde
| TO any liability beyond the unpaid baanc