The herald., 1915-11-04

well as all such other persons VINO may HeIe'
after Join or become associated with them or
their successors into a stock corporation tor
the objects and purposes and under the cove
uants. stipulatious and agreements following
tO-wIt:
Article 1.-The name and title OF this cor
poration shall be Acme Icing Machine Com
pany Inc" and under and by SAID name
unless sooner dissolved in accordance with
law and this charter. 1t shall exist and CON
tuue, and shall have and ENJOY corporate eN-
iStcnCe and succession Tor a period Of ninety
nine 800 wears from and after the date OF
this act II may have, hold, receive borrow
loan, exchange acquire by grant glit or puI-
chase. devise or bequest sell, ALLEVIATE, as
pose of, convey, lease, pledge, pawn hyP"th-
cCafc. cucumber or mortgage property OF any
kind whether real personal or mixed, cor
porcal or Iucorpurcdl, movable or lmmoVabic'
all subject TO such limitations as may ne
prescribed by law. II may make, issue ana
endorse bonds or notes and other evidences
of debt. Ii may accept mortgages, pledges OF
other forms of security tor money loaned or
other debts. 1t may contract. sue ana ne
sued, plead be Implcaded by ITS corporate
name in any court OF competent jurisdiction.
| 1t may make, adopt and use common seal
| and alter the same al pleasure. 1t may hold
| stock in other corporations, and ITS capital
| stock may be issued for capital stock III other
| corporations. II may name, appoint ana en-
| ploy such managers, directors. oihcers, agents
aud other employees as its sald business ana
convenience may require, and may TX their
| compensation, having due regard TO the ma
| turc, character and value OF their services. II
may make and establish bylaws, rules and
| regulations not inconsistent with this char
| ter any existing law, fixing or altering the
management OF lis property, the regulation
and government Of its affairs, and the manner
| OF the CcrtitlCati0n and registration OF ITS
| stock 1t may wind up and dissolve itself,
| or he wound up and dissolved IN the manner
prescribed by law. II may conduct business
in this state, other states, the Federal dis
| riots, the territories and possessions OF the
United States, and any foreign country. 1t
generally shall possess all the powers, nights.
privileges and ImmunIticS which corporations
are and may hereafter be authorized 10 pos
| SesS under the constitution and laws ct TINS
state, and particularly under Act No. 2oI OF
| the acts of the General Assembly Of the state
| Of Louisiana for the year 1914. And II shall
| have the power To invest its board Of drec.
! tors with all of is corporate powers, sub
! iect to such restrictions a. may be named m
| this charter.
Article 1.-THE domicile OF this corporation
| shall he at the city Of New Orleans parish
| ot Orleans, State OF Louisiana. and all clta.
| tiouS other legal process shall be served
upon IFS president, or m the event OF ms an,
scucc upon rs vicc-pre~ident, or in the event
Of the absence of both Of said officers upon its
secretary treasurer.
Article III.-Thc objects and purposes for
| which this corporation !, formed and the ma
! turc IF the business 90 be carried on by II
| NtFfHN declared 10 ne 10 manufacture. 'AN
sell, import, export and generally deal and
! trade in merchandise. material and mlchIn-
I cry. including manufacturers and mill sup
plies, engines, boilers tools, foundry and fac
tory supplies and hardware Of all kinds; TO
act as the agent OF manufacturers and others
| IN the buying, selling and handling OF all
| kinds Of articles. both manufactured, unman-
uiaCturcd and in the process OF manufacture,
| ard 10 carry on any other business which,
| under the law. it may he entitled to carry on
which may seem 10 the corporation TO be CalCu-
| lated. directly indirectly, to ettcctuate the
aforesaid objects, or either OF them, or to ia
! cilitatc II in the transaction of its aforesaid
business or businesses. or any part thereof,
| or in the transaction OF any other lawful
| business that may be calculated. directly or
| indirectly. to enhance the value OF or to rem
! der profitable any of the company properties
| and rights. and generally 10 hold and eNer-
else all such incidental powers and privileges
as relate to the objects and purposes herein
above set forth may be necessary, use
| ful convenient for effecting said objects
and purposes.
| Article IN.-Thc authorized capital stock
| Of this corporation Is hereby declared 10 be
| the sum Of ten thousand dollars (Sl0.O00OO),
which capital stock may be increased in the
manner provided by law to the sum Of fifty
| thousand dollars G50OOO0l. The presently
authorized capital stock OF this corporation
! shall be represented by five hundred 500
| shares OF the par value Of twenty dollars
| $1,000 each. The said capital stock shall
| he fuliy pdld ana Worcestershire Wncn ISSUED,
| shall he represented by certificates and shall
| be personal property No transfer of said
| capital stock shall he binding upon this cor
poration unless made in accordance with its
| charter and bylaws and recorded on the
| books thereof.
| Article N.-The capital stock of this corpo-
| ration shall be paid for in cash at such times
| and in such amounts and after such notices
| to the subscribers as may be fixed by the
board OF directors. except that, whereas Iy-
| man {. Reed and Owen p. Smith, OF the city
| of New Orleans, State of Louisiana, have in
verified a certain new and useful improvement
| in the process of icing biscuits and cakes, for
which they have made application for letters
patent OF the United States this corporation,
| in payment of the subscription to four hum
| bred and ninety-nine 1907 shares of its cap
| ital stock, NAV receive and take title to the
| full and exclusive right to the said invention,
| as fully set forth and described in the spec-
| tICations prepared and executed by the said
Lyman {. Reed and the said Owen p. Smith
| on the 10Th of October. 1915. and filed in the
| United States Patent Office on the 18th day
| OF October, 1918, under the serial number
| 5S474 preparatory TO obtaining letters patent
| of the United States under said application,
| with the understanding that the letters patent
| to he issued under said application shall vest
| the exclusive right of said invention and the
said letters patent in this corporation, which
| invention and the rights Hereunder have been
| appraised by the parties hereinafter named
| as the first board of directors of this corpor-
| alton as having value of at least ten thou
| sand dollars $l0,OOOOO).
| Article NI-The business of this corpora
| tion shall be managed and all the corporate
powers thereof, except hereinafter stated,
| shall be vested in and exercised by a board of
| not less than three CD nor more than seven
| 7) directors, to be elected from among its
| stockholders, and a majority of the directors
| at any time in office, either present in person
| or represented by proxy, shall constitute a
| quorum, provided that so long there are
| less than five directors the full board only,
| either present IN person or represented by
| proxy, shall constitute a quorum.
| Article NII.-The first board of directors of
| this corporation shall be composed of Lyman
| {. Reed, whose postoffce address is No. 95S
| Lafayette street, New Orleans. Louisiana,
| Owen z. Smith, whose post Office address Is
| No. ga Baronne street, New Orleans, Louisi-
ana, and Abraham Goldman, whose postoffice
| address is No. 652 Baronne street, New Or
| leans, Louisiana, with Lyman C. Reed as
| president, Owen Z. Smith as vice-president,
| and Abraham Goldman, as secretary treasurer.
| Said board of directors shall serve until the
| first meeting of stockholders for the election
| of directors, until their successors are
| elected and qualified, and said board of di-
| reCtOrS shall have the power to increase the
| membership of said board at any time to a
| number not exceeding seven % and shall have
| the right to elect from the stockholders OF
this corporation said additional directors.
| Article Wilton the second Monday in
| January, 1917, and annually thereafter on the
| second Monday in January in each year, a
| meeting of the stockholders of this corpora
| ton shall be held at its domicile for the pur.
| pose of electing directors for the ensuing
year, and at such meetings the stockholders
H. Il