The herald. [volume] (New Orleans, La.) 1905-1953, 1915-07-22

said shares of stock, the same to be paid for
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 officers 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 five hundred thousand dollars such in
creases TO be made as provided by law.
Article Vail the corporate powers of SAID
corporation shall be vested in and the man
agement and control of its affairs shall be
ercised by board of directors, composed of
four stockholders. Each director shall own at
least one share of stock and shall be electeu
annually, by the stockholders, by ballot, on
the Thursday following the first Monoay IN
January-the first election 10 be held IN 1915
Notice shall be given by mail, addressed 10
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 an election
as above provided, such failure shall not FOR
felt this charter, but an election shall be hello
as soon as may be Practicable alter notice as
above provided.
| Each board of directors, at its first meeting
after each election, shall elect from its num-
Der a president and vIce-president; and
shall also elect secretary and treasurer,
who may be members of the board or not, as
the directors see fit; and both of said Offices
may be held by one and the same person, as
secretary and treasurer, as may be 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 Tor
the unexpired term. The said board, or such
officer or manager as it 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 othce 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 ret
erence to or authorization by the Stockholm
From time to time said board shall adopt
| rules, regulations and bylaws for the man
agement and control of the business and al
| fairs OF SalQ COrpOtatlOIl, anu, III hS
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; nor shall any
| mere informality in its organization have the
effect of rendering this charter null, or Of
exposing any subscriber or stockholder TO any
| liability beyond the unpaid balance, II any
due on the shares subscribed for or owned Dy
| him.
| Article VII.-This act of Incorporation may
] be changed modified, or altered, or SAID cor,
poration may be dissolved, with the assent Oh
| the holders of two-thirds of the stock oil tht
| corporation, whose owners are present ahS
| represented at a general meeting OF the hoid
| ers of stock, after at least thirty days writ
ten notice of such meeting has been glvel
| through mail, addressed to each stockholdei
| at his place of residence, as SHOWN on 'i''
| books of the corporation.
| In case of dissolution, whether by the eX
! piration of this charter or otherwise, the noio
ers of stock shall elect three liquidators iron
among their number, to liquidate and settI'
1 the business and affairs OF SAID corporation
In case of death or disability OF any OF saiS
liouidators, the survivors, or the remainiis
liouidators, shall appoint successor 10 suci
liouidator. Said liquidators are hereby giveI
full power, either by court or law proceed
inps or without such proceedings, as inc
| shsli elect, to collect all amounts due I'M
cornoratior,' sell or otherwise dispose OF II
| assets. nav its debts and liabilities, and com
| nrouise and settle all disputed questions am
matters: and shall have and exercise al
other powers necessary and usual to tuii!