The herald., 1915-04-29

| tnc DOCKS OF the corporation " SuIichuSi %
| the original certificate, properly endorsed Tor
| cancellation by the stockholder, in whose
| favor said stock is issued, or by his duly
| authorized agent.
! right to transfer or assign any OF the shares
| held by any of them, without having hTst
| offered the same to the Board OF Directors,
(which shall have the right to purchase them
! for the benefit OF the corporation within hve
| days thereafter at their book value as shown
| by the stocktaking last preceding the trans
| fer. All shares purchased by the corporation
! may be re-issued by 1t al not less than their
! Article Iv.-The capital stock of this cor
| poratlon may, on complying with al! the
requisites OF the law. be increased TO the
| sum Of one hundred thousand dollars CSIU,-
| 0OO.OO.
Article V-The domicile of this corpora.
| ton shall be in the City OF New Orleans,
! other legal process shall be served on the
president or in his absence, as the law
directs.
Article VI-This corporation shall have. and
enjoy succession and duration for the period
Of ninety-nine years from the date hereof.
Article NIL.-All corporate powers OF this
corporation shall be vested in and exercised
by a Board Of Directors, composed OF hye
stockholders, who shall be the bona hde
| owner OF stock standing in their names. AID
which stock shall be unpledged and unen-
numbered by them; three OF which directors
shall constitute quorum for the transaction
Until the first Monday Of May, 1916. the
| following named persons shall constitute
| the Board Of Directors OF this corporation,
tO-wit:
Mr.. George Vincent Frye. whose business
address is 7O- Hennen Building, and who
resides at the Hotel Monteleone, both in New
Orleans; Mr.. Ezra Wallace Holden. whose
business address Is 71- Henuen Building, and
who resides al 1870 81. Charles Ave, both in
New Orleans; Mr.. Arthur l. Derby. whose
business address Is 70+ Hennen Building. and
New Orleans; Mr.. Lee Mittinger, whose
business address IS 7O4 Hernen Bldg, and
who resides at the Hotel Monteleone; and
Mr.. Frank Bierce, whose business address is
1900 Marigny St, New Orleans Thereafter.
the Board Of Directors shall be composed OF
stockholders, who shall lbe elected annually
beginning on the first Monday in May, 1910,
any stakeholder shall be eligible 10 mem
bership without regard to the number OF
shares owned by him. All elections shall be
by ballot, and each stakeholder shall be en-
titled 10 vote for each share OF stock
standing in his name on the books Of the cor
poration, the vote to be cast in person, or by
proxy, It shall require a majority OF stock
present. or represented, TO elect. Failure 10
elect Bord of Directors on the first Monday
elect a Board of Directors the first Monday
forfeiture of this charter. but the old Board
OF Directors shall remain in Office until
their successors are elected and qualified.
Article NllI.-The Board of Directors shall
hold regular meetings at the domicile OF the
corporation, or with the written consent OF all
directors, elsewhere, within or without the
State of Louisiana, at such time as may be
fixed by the bylaws Of this corporation.
Any vacancy occurring IN the Board of Di-
rectors, either from death, resignation, or in
ability to serve, shall be filled by the Board
OF Directors at its next regular meeting after
such vacancy shall have been brought TO its
knowledge.
Article IX-The officers of this corporation
shall consist of president, FIRST and second
z-A
each OF whom with the exception of the sec
rotary, must be a stakeholder; the Offices OF
secretary and treasurer may be held by one
and the same person. Until the election to
shall constitute the officers of this corpora
ton: George Vincent Frye, as president;
Ezra Wallace Holden, as first vice-president;
Lee j Mittinger, as second vice president;
Arthur L. Derby, as secretary treasurer
Article N-This corporation shall have the
following powers:
(a) To invest. as it dose hereby invest.
the above named board of directors with ali
corporate powers;
o. To have succession in its corporate
name for the time above specified;
(c) To and be sued by its corporate
name in any court to competent jurisdiction
I'D To make and use common seal. and
to alter the same at pleasure;
(e) To acquire property by grant, gift, pur-
or dispose OF, and to mortgage and pledge
the same;
% To appoint such officers and agents as
the business OF this corporation may require;
and TO hx their compensation;
(g) To make bylaws, fixing, or altering
the management of its property, the regula-
ton and government of its affairs, and the
manner and certihcation Of its stock
(h) To wind up and dissolve itself;
ID To conduct business in this state, or other
states, the Federal Districts and Territories,
and the possessions of the United States, and
IN Foreign Countries;
(D To hold stock in other COMBINATIONS. and
the capital stock of this corporation may be
issued for the capital stock of other corpora
tons.
Article M-This charter nav be altered
or amended in any manner, including the in
crease or decrease of its capital stock, and
the affairs of the corporation wound up and
the corporation itself dissolved in the manner
and on complying with existing laws.
The incorporators hereof have placed oppo- |
site their respective signatures, the number |
OF shares of the capital stock for which each |
taken and considered as the original subscrip- |
tion list OF this corporation, and which is 10 |
be recorded such.
And the said George Vincent Frye. in pay
ment and liquidation of his subscription for |
ten shares of the capital stock of this corpora |
ton, assigns, sets over and delivers to IT, |
said corporation, the sole and exclusive right |
to make use of the process or method of con- |
oils and fats, into the commercial article de- |
signated in the trade as Compounds" or |
lard compounds" known as the Frye Pro- |
cess The basis of which method or process |
consisting, principally, of passing a current |
OF electricity through certain electrode (the |
and manufacture of which cleo |
trode being secret and known solely to said |
George Vincent Frye) This electric action
being operated at certain temperatures volt |
ages and ampherages, together with certain |
of said oils, fats, also known |
only to said George Vincent Frye, and which |
brings about the solicitation of said oils or
fats.
And, in consideration of the issuance TO |
him, the said George Vincent Frye, of the |
said ten shares of the capital stock of this
corporation, full paid, he does, by these pres
ents, assigns, sets over, transfer and deliver |
unto this corporation, the sole and exclusive
right to use. during the full period of the du-
ration OF this corporation, the said Frye's
Process, and TO furnish to it with as many of |
said secret electrodes as may, from time TO
time, become necessary in the operation of |
its business, whether for itself, or for the
equipment and use of other plants and manu-
factories to be designated by it, And the
said Frye binds and obligates himself, during
the whole OF the life of this corporation as he
does hereby bind his heirs and assigns, not
to himself use or permit other to make use,
without the written consent and permission
ot this corporation of the said Frye Process,
Of SAID secret electrodes, in the manufacture
Of said compounds" or lard compounds"
II at the death of said George Vincent |
Frye, this corporation is still in existence.
then all the rights of said Frye shall descend
to his heir, who shall also be bound to full
Ill all his obligations Hereunder (Said
Frye now declares that he intends, by his
ast, will to designate as his heir Claire G.
Sackett)
1t is distinctly understood that at the
,ermination OF this corporation, whether by