The herald. [volume] (New Orleans, La.) 1905-1953, 1915-01-21


covenanted and agreed and do by these pres
ents covenant and agree and bind themselves
as well as all such persons as may hereafter
become associated with them, to form cor,
poration for the objects and purposes ana
under the articles and stiPulations following
to-wit: .,
Article 1.-The name Of this corporation shall
be the Menge Marine Hardware Supply Com
pany Inc and under its said corporate name
1t shall have power and authority TO have ana
enjoy corporate existence and succession LOT
the full tenn and period OF nlnety-nlne years
from and after the date hereof; to contract,
to sue and be sued, to make and to use 4 cor
porate seal and the same TO alter and break
at pleasure, to hold, receive, lease, purchase
and convey. as well mortgage and hypothe-
cate property, real, personal and mixed, cor
porea and InCorporeal; 10 name and appoint
such managers, agents. directors ana Officers
as its business interest aud convenience may
require, and 20 make and establish, as well
as alter and amend from time to time, Such
bylaws, rules and regulations Tor the proper
government OF the affairs OF SAID corporation
a. may be necessary and proper.
Article 1.-THE domlcIle OF this corporation
shall he in the City of New Orleans, State oi
Louisiana. and all citations or other legal
process shall he served upon the PRESIDENT
OF said corporation, or IN the event OF ms az,
scuCe upon the Vice President thereof, and
in the absence OF both OF said Officers, upon
the Secretary Treasurer of said corporation.
Article lll.-lhe objects and purposes Tor
which this corporation Is organized and estab-
liShcd and the nature OF the business 10 De
carried on by it are hereby declared TO be.
TO engage in a general furnishing and supply
bus ness. principal and as agent, IN hard
ware, ship-Chdndlery, paint, railway, mil sup
plies and in connection Herewith to engage
in general business, at wholesale and retail,
in ali lines OF hardware and supplies Tor PANT
ers mills railways ships and things of that
nature, and 10 carry on the business OF sdid
corporation III louisa ana and IN all the States
OF the United States and IN foreign cOun,
tries: and generally to do and perform all
things pertinent and incident and which may
be proper and necessary to carry out and exc
cute the objects and purposes OF this corpor'
alton.
Article IV.-The capital stock OF this cor
poration is hereby fixed at the sum of Twenty
Thousand Dollars (SN,DOOO), divided INTO and
represented 10y Two Hundred Shares COO OF
the par value of one hundred dollars Sl0OOO
each. Said stock shall be paid for IN cash or
| in such installments and at such time and
after such notice to subscribers as the Board
| of Directors may fix, same may be issued
| at not less than par for labor done services
| performed for said corporation or for property
| or rights actually received by said corpora
| ton
| ital stock has been subscribed to the corpora.
| tion al 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 Five Thou
| sand Dollars (S5OO0.0O) OF its capital stock
| shall have been paid for.
| All transfers OF shares OF the capital stock
|
| on the stock book of the corporation and no
| transfers shall be in any manner binding on
| this corporation unless so entered.
Stock in this corporation is issued held and
| acquired by the stockholders under the fol-
| lowing conditions, which the essence OF
their rights as stockholders, and which condi-
tions shall be briefly set out in each stock
| Ist That no stakeholder shall sell, ALLEVIATE,
| hypothecate, transfer, otherwise ALLEVIATE his
| stock until he shall have first offered the same
1 i. 4 4 al,
| which offer shall be made in writing TO the
| Board of Directors, whose duty it shall be to
| transmit to the stockholders Immediately, and
said stockholders shall have seven days from
the receipt of said notice by the Board Of Di-
| rectors within which they may purchase at
the value thereof plus ten per cent.
| The value of the stock Tor the purpose afore-
| said shall be the same as is shown by the
books of the rporation-established on the
| basis OF the last semi-annual statement OF the
| corporation i'll connection with the monthly
] trial balance and the semi-annual 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.
| In OF the acceptance of the offer under
| the provisions herenabove set forth, the price
therefor shall be paid in cash within twenty
| four hours after such acceptance.
| End. The rule hereinabove set forth shall
| govern in case 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, or at any
| meeting held after the death, call the said
| stock at its book value plus ten per cent, es-
| tablished in the manner above set forth for
| the purpose OF conveying the said stock TO the
survivors III the said corporation.
Article V-The capital stock of this corpor-
| attn mn he tnrreaCPd IN nj
| Thousand Dollars (sSO,0OO0o) by a vote of two.
| thirds OF all of the stock, at 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 stockholder.
| Article VI.-All the corporate powers of this
corporation shall be vested in and exercised
| by a Board of Directors, composed of five
| stockholders, a majority of whom 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
wear. Said meeting OF stockholders to be pre-
| ceded by three days notice in writing sent to
each of said stockholders at his or 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 a 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, Vice President, and
a Secretary Treasurer. The General Manager
subject TO the control of the Board, shall have
the right TO appoint and dismiss the clerks
and other employees of the corporation, al
pleasure and the interest and business Of
the same may demand. Immediately after
the signing of this charter the stockholders
without further formality, shall elect a BoarC
! Of Directors, who shall serve until the cleo
ton in 1918.
Article VII.-The funds of this corporation
shall be deposited from time 10 time in
bank or banks to be selected by the Board Of
Directors. All checks, notes or instrument:
drawn or executed or issued in said corpor
atoms name shall be countersigned by al
least two officers of the corporation. No of
fetal shall thus sign or endorse the name
of the corporation save strictly in its concerns
Article NIII.-Until the first Board of Di
rectors shall have been legally elected anc
qualified the following shall constitute the
first Board of Directors: II. r. Macleod ot
New Orleans; NJ. b. Griffin, of New Or
leans; L. E. Blanchard, of New Orleans; J
III. Menge, Jr., of New Orleans; and Ross f
Breazeale, of New Orleans, of whom II. r
Macleod shall be President, NJ. r. Griffin
shall be Vice-Presdent, and L. (. Blanchard
shall be Secretary-Treasurer.
Article IX.-This act of incorporation may
be changed. modified or amended or the cap
- | ital StOck increased or decreased bv nd ~