The herald., 1915-01-14

IN such cases made and provided, they have
covcuauted and agreed and do by these pres
ertS covenant and agree and bind themselves
as well as all such persons as may hereafter
become associated with them, to form a cor.
poration for the objects and purposes ana
under the articles and stipulatons following
tO-Wlt:
Article THE name Of this corporation shall
be the Menge Marine Hardware u supply Com
pauy, Inc, and under its SAID corporate name
II shall have power and authority TO nave ana
ENJOY corporate existence ana succession -.
the full tenn and period of uIucty-nIne years
from and after the date hereof; 10 contract
TO sue and be sued, to make and 10 use cor
pOraie seal and the same 20 alter and break
at pleasure, to hold, receive. lease, purchase
and convey, rs well as mortgage and hypothe-
cate property, real, personal and mixed, cor
porCal and lncorporcdl; TO name ara appoint
such managers. agents, directors and o'iiCcfN
as its business interest and convenience may
require. and to make and establish, as wei
as alter and amend from time 20 TINE, Such
bylaws. rules and regulations Tor the proper
government of the affairs OF SAID corporation
as may be necessary and proper
Article 1.-THE domIcIlc OF tins corporation
shall be in the City Of New Orleans, state OF
Louisiana, and all citations or other iGEai
process shall be served upon the ITesIdenl
OF said corporation, or in the event Of ms aD
seuce, upon the Vice President thereof, ana
in the absence Of both Of said officers, upon
the Secretary Treasurer OF sand corporation.
Article lII-lhe objects and purposes tor
which this corporation Is organized and estab-
h,hcd and the nature OF the business to be
carried on by II hereby declared to be:
to engage in general furnishing and supply
business, a. principal and agent IN udrd-
ware, ship-Chaudlery, paint. railway, mill sup
plies and in connection Herewith to engage
in general business, at wholesale and retail,
IN all lines OF hardware and supplies tor paint
ers. mills, railways, ships and Things OF thai
nature, and TO carry on the business OF SAID
corporation IN Louisiana and III all the States
Of the United States and in foreign coun,
tries; and generally TO do and perform an
things pertinent and incident and which may
he proper and necessary to carry out and exc
cute the objects and purposes OF tins corpoT-
alton.
Article IV.-Thc capital stock of this cor
poratiou Is hereby fixed at the sum OF Twenty
Thousand Dollars tS20UOuO, divided into and
represented by Two Hundred Shares teUD' of
the par value Of one hundred dollars tSlUOOJ'
each. Said stock shall be paid for III cash or
in such instalmentS and at such time and
after such notice to subscribers as the Board
Of Directors may fix, or same may be issued
al not less than par Tor labor done or services
performed for said corporation or for property
or rights actually received by said corpora
ton.
Ten Thousand Dollars ($IOCOOOO Of the cap
ital stock has been subscribed to the corpora
ton at the time Of the passing OF this act OF
Incorporation and this corporation shall be
come a going concern and shall be authorized
to commence business as soon as rive lhou-
sand Dollars (SSUOOOO of its capital stock
shall have been paid for.
All transfers OF shares OF the capital stock
of this corporation shall be made and entered
on the stock book of the corporation and no
transfers shall be IN any manner binding OF
this corporation unless so entered.
Stock IN this corporation Is issued, held and
acquired by the stockholders under the toi-
lowing conditions, which are the essence OF
their rights stockholders, and which Condl-
tions shall be briefly set out IN each stock
certificate.
Isl. That no stakeholder shall sell, ALLEVIATE,
hypothccatc, transfer. or otherwise ALLEVIATE his
stock until he shall have first offered the same
unto the other stockholders Of the company.
which offer shall be made in writing 10 the
Board OF Directors, whose duty II shall be 10
transmit to the stockholders immediately; and
said stockholders shall have seven days from
the receipt OF said notice by the Board Of Di-
rcc!ors within which they may purchase at
the value thereof plus ten per cent.
The value OF the stock for the purpose aiOrc-
said shall be the same as Is shown by the
books OF the CorpOratIOu-eSta on the
basis of the last semI-annual statement Of the
corporation IN connection with the monthly
trial balance and the Scmi-aunual inventory.
1t shall be the duty OF the corporation to
make and preserve the foregoing trial bal
anCes and semi-annual and annual statements
for the purposes aforesaid, and which shall at
all times be open to the view OF the stock
holders.
Should more than one stakeholder offer to
buy said stock, the same shall be distributed
according 20 their holdings in the corporation.
the provisions herelnaboye set forth, the price
therefor shall be paid in cash within twenty
four hours after such acceptance.
End The rule herenabove set forth shall
govern i'll of the death of a stakeholder,
with the additional proviSO, in such case, the
surviving stockholders may at a meeting
called and held for that purpose, at any
meeting held after the deatI, call the said
stock at its book value plus ten per cent, es-
tablshed in the manner above set forth for
the purpose of conveying the said stock to the
survivors in the said corporation.
Article V.-The capital stock of this corpor-
alton may be increased to the sum OF Fifty
Thousand Dollars (S5O,OOOOO) by a vote of two.
thirds OF all of the Stock at a meeting called
for that purpose.
This option or right shall not be exercised
however after six months from the date OF
the death of the said stakeholder.
Article NI.-All the corporate powers of this
! corporation shall be vested in and exercised
| by a Board of Directors, composed of five
stockholders, majority of who's shall con-
stitute a quorum for the transaction of bust
ness. The directors shall be elected annual
| ly by the stockholders at a meeting to be
held on the second Monday of January in each
| year. Said meeting of stockholders TO be pre-
| ceded by three days notice in writing sent tC
| each of said stockholders at his her last
| known place of residence. Each stakeholder
| shall be entitled in person or by proxy TO one
| vote for every share owned by him or her; all
elections shall be held under such rules and
| regulations as may be determined by the
| Board of Directors. At all meetings, whether
OF Directors or of stockholders, all questions
shall be determined by majority represented
at said meetings. The Directors, when elected
| shall continue in office for year and until
| their successors shall have been duly elected
and shall have been qualified. No failure tC
| elect shall operate the forfeiture of this char
| ter or any right under the same. Any vacancy
| occurring on said Board shall be filled by the
! remaining directors for the unexpired term
The Board of Directors, after its election
shall elect a President, a Vice. President, anC
subject to the control Of the Board, shall have
| the right to appoint and dismiss the clerk.
| and other employees of the corporation, a.
| pleasure and as the interest and business o.
the same may demand. Immediately aftei
| the signing of this charter the stockholders
without further ,formality, shall elect BoarC
| Of Directors, who shall serve until the cleo
| ton in 1915.
/ Article NII.-The funds of this corporation
| 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 corpor
atoms name shall be countersigned by a
| fetal shall thus sign endorse the nam,
| of the corporation save strictly in its concerns
| Article NlII.-Until the first Board of Di
rectors shall have been legally elected anC
qualified the following shall constitute tn,
| first Board of Directors II. r. Macleod, o.
leans; L. f. Blanchard, of New Orleans; ]
| H. Menge, Jr., of New Orleans; and Ross f
| Breazeae, of New Orleans, of whom II.
| Macleod shall be President, NJ. Il. Griffin
| shall be Vice President, and L. L. Blanchard
shall be SecretaryTreasurer.
! Article IN.-This act of Incorporation maj
| be changed, modified or amended or the cap
! 4 al cd saA hx,a ,,I 81