The herald., 1915-09-23

| event the provisions of section three C5( of
ACT |o| OF 1914 shall be strictly complied with
Article VAN the corporate powers of this
| corporation shall be vested in and exercised
| by a board of directors composed of five Isl
| s'oCkholders, each of whom shall own in his
own right, during his term of office, at least
one iuIi paid, non-pledged share of stock,
| which shall be shown by his written decIara
| ton, three Of whom shall constitute a ouo-um
| Tor the transaction of business; provided,
| the board Of directors are hereby empowered
70 increase, IN their discretion, the number
| OF directors TO nine ~, in which case t,ve
'heFeoi snail constitute a quorum.
| The officers of this corporation shall con.
slst OF president, vice president secretary
| ana treasurer, all of whom shall be members
OF the board of directors. The Offices of sec.
Ietary and treasurer may be held, if desired,
| ny one and the same person.
| The following named persons shall const;.
tute the board of directors of this CORPORATION.
to,wIt: L: ii. Price, 27O5 Prytania St: sam.
ueI Michel, 1921 y. Dorgenois St: + / Nj.
Snei' goo geo Canal St; T. G. Price, 27O5 Prytania
~; Victor = Michel, 1899 ~ Dorgenois St
all residents Of New Orleans, louisiana, with
l. II. Price as president Samuel Michel as
wee president, +. J. Michel as treasurer, and
/. ". trce as secretary, and these directors
ana oihcers shall serve until the second Mon
DAY IN August, 1917 or until their successors
| nave been duly elected and qualified
Thereafter the directors shall be elected
! annually on the second Monday in August Of
! each year beginning with the year lgl7; all
elections OF directors shall be by ballot. and
each stakeholder shall be entitled to one vote
Tor each share Of stock standing in his name
on the books of the corporation, this vote
10 DE cast IN person or by proxy, and il shall
require majority of the stock present OF
represented TO elect
Failure to elect the board of directors on
the second Monday in August, 1917 or annu-
! ally thereafter, shall not work a forfeiture of
| TINS charter, but the old board of directors
snail remain in office until their successors
| are elected and qualified
| Article NI.-The board of directors shall
hoid regular meetings at such times as shall
be hNed IN the bylaws of this corDoration
| lhese meetings shall be held at the domicile
| OF the corporation, but the president NAV call
! special meetings Of the board of directors at
! such times as he may deem advisable and he
! shall be required to call such special meet
| lngs whenever requested to do so by three
mem bers OF the board of directors Three
| days notice OF such special meetings shall be
| gwen IN writing to the directors unless
waiver of notice is signed by the directors
| ANY vacancy occurring the board either
| from DEATH resignation, or inability to serve
| shall be hlled by the board Of directors. at
ITS next regular meeting after such vacancy
shall have occurred The first board of direc-
tors Of this corporation shall be required to
draft suitable bylaws for the government Of
TINS corporation, which may be altered, amend
ed or changed the exigencies OF the case
may require.
Article NII-The stock of this corporation
may be transferred, provided such transfer
shall be recorded upon the books of the cor
poratlOn before II shall be required to recog-
nize the transfer or the new holder of said
stock. The total amount of the subscribed
stock as herein set forth is the sum OF sew
enty-five thousand (a5,OOO.OO) dollars. which
is hereby authorized 10 be issued fully paid
and worcestershire, for cash, in exchange
for property or services, according to law
All Il.
fed, altered, the capital stock thereof in
creased or decreased, or the corporation may
be dissolved with the assent of two-thirds Of
the capital stock present represented at
any meeting of the stockholders held for that
purpose after prior notice in writing to each
stakeholder mailed to him at his last
known post office address, all in accordance
with the terms of Act 267 of 1914
Article IX-At the expiration of this char
ter, or the earlier dissolution of this corpor-
alton for any cause, its affairs shall be liqu-
dated by one or more liquidators to be elected
by the stockholders, all of whom shall hold
stock in said company and said commission
ers are hereby vested with full power and
authority to liquidate the affairs of said COM
pany, with full power to act under the terms
Of section thirty 800 of Act 267 of 1914.
Article N.-The appearers hereby declare
hat they have subscribed TO the following
number of shares of the capital stock of this
corporation, to-wit:
L. II. Price, 27O5 Prytania St, New Orleans,
La, four hundred and twenty-four shares;
Samuel Michel, 1881 n. Dorgenois ST., New
Orleans, La, seventy-hve shares; E. J.
Michel, 200 Canal St, New Orleans, La one
Michel, 1889 n. Dorgenois St, New Orleans.
La, seventy-five shares; 7. G. Price, 27O5
Prytania ST., New Orleans, La, one share
The said subscriptions Of L. II. Price, E. J.
Michel and T. G. Price shall be fully paid for
and settled by the transfer by them to this
III he husi-
ness and good will of the United Fish and
Oyster Company, Limited of New Orleans,
acquired by them by purchase from the liqui-
dators of said company; an accurate, detailed
and itemized statement and description of
such property being hereto annexed, to be
read in connection herewith, and the said
property and good will having been duly ap-
praised by the directors of this corporation
at the values set forth in said annexed men,
orandum.
The said subscriptions of Samuel Michel
and Victor s. Michel shall be fully paid for
and settled by the transfer by them TO this
corporation of certain property, real ard per-
sonal, an accurate and itemized statement and
description of said property being hereto an
nexed, to be read in connection herewith,
and said property and good will having been
duly appraised at the values set forth in the
said annexed memorandum. In addition to
said annexed memorandum. In addition to
the stock hereby exchanged for said property,
shall be paid the sum of fifteen thousand
(Sl5,00000) dollars, in cash, by this corpora
ton for said property, in accordance with
their agreement and contract with this COM I
pany.
Thus done and passed, in my Office, in the
city of New Orleans, the day, month and
year, first above written, in the presence of |
St. Clair Adams and Arthur p. Portas, COM |
petent witnesses, who have signed these pres
ents together with the said atlantis and me, |
notary, after due reading of the whole.
Original signed: L. II. Price, four hundred |
and twenty-four shares; Sam. Michel, seventy |
five shares; E. J. Michel, one hundred and
seventy-fve shares; Victor s. Michel, seventy !
five shares; Thos. G. Price, one share. Wit
nesses St. Clair Adams, Arthur p. Portas.
JOHN R. UPTON, Not. Pub.
I, the undersigned recorder of mortgages |
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act of
of the Samuel Michel and Son
Company, incorporated, was this day duly |
recorded in my Office in book ll57, folio -.
New Orleans, September 10, 1915.
(Signed) EMILE J. LEONARD, ID. X.
A true copy:
STAMP
New Orleans, La, Sept 10, 1915.
JOHN R. UPTON, Not. Pub.
sept l6 q 30 oct "a 81