The herald., 1915-04-22

" =; 80 % the absence or inability of both
the president and independent 70 act tneii
uDon the secretary of this corporation. -
The president shall be the executive otheer
Of the corporation; he shall preside at all
meetings OF the board OF directors and Stock
Article III-The objects and purposes for
which this corporation IS established ana inc
nature Of the business to be carried on by H.
are declared and specified 10 be; to Clean
dive press, repair, renOvate, after ana s'ole
cio,hinp garments drapeTIeS, rugs, carpets
curtains, window shades, wearing apparel
furniture, upholstered goods and other ar
ticles; 10 build. construct, purchase, MAINTAIN
and operate warehouses, plants, factories,
mills, workshops, laboratories and dwelling
houses for workingmen and otherwise,
to manufacture, buy sell, import, and
export all necessary machinery, engines
and other appliances and conVeniences LOT
the use IN connection with cleaning, dyelng,
pressing, repairing, renovatlng. altering and
storing Of clothing, garments, draperles, rugs
carpets, curtains, wearing apparel, furniture
aud other articles and generally to do all
things incidental to and everything necessary
to carry out the objects and purposes for
which this corporation IS organized
Article IN-This corporation may sue and
be sued in its corporate name; hold' nave
receive purchase, convey, sell, mortgage,
bypofhecatc. pledge, lease and suitcase, and
enjoy real personal and mixed property; also
borrow and lend money and make contracts;
receive grants OF land, or personal property
and make and use a corporate seal, the same
TO alter and break at pleasure; name and ap-
poiut such managers, directors, otlccrS, clerks
aud agents, as the interest and convenience
Of said corporation may require; make ana
establish such bylaws, rules and regulations
for the proper management and regulation OF
the affairs of said corporation as may be
necessary, and the same to alter and change
at pleasure, and shall possess all the rights,
powers and privileges to which corporations
are. or may be by any general law OF laws
of this state authorized and entitled to pos
scss Said corporation may exercise its cor
porate powers within any other state or ter
ritory in the United States or foreign coun-
try that shall permit the same;
Article N-The capital stock OF this cor
poratiou is hereby fixed at the sum OF thirty
thousand & OO-lOO (S5O,OOOO0) dollars, repre-
scented by three hundred 900 shares OF one
hundred dollars each. All stock subscribed
for shall be payable in cash at the time the
certificates thereof are issued or the same
may be issued at not less than par tor prop
erty actually received by said corporation.
The said corporation shall commence bust
ness when thirty thousand dollars worth OF
stock shall have been subscribed for and paid.
All transfers of stock shall be made on the
books of said corporation by surrender OF the
certificate thereof to the presiding ottlcer,
who shall write the word cancelled promptly
across the face thereof and erase the presi-
dents signature therefrom before issuing
new certificate.
Said capital stock may be increased in the
manner provided for by the laws OF this
state. Whenever an increase of said capital
stock shall have been authorized, fifteen days
written notice shall be given to each stock
holder within which time persons holding
stock in this corporation shall have the right
to subscribe for said increase OF stock IN
proportion to the number OF shares of stock
held by them, and which additional shares
shall be paid for at such times and in such
manner, as the board Of directors may direct.
After the expiration OF the said time for
subscription and payment the board of direc-
tors may dispose of the shares not taken, for
the benefit of the company ia such manner
they may think proper at not less than
par value.
of the stockholders each share of stock shall
be entitled TO one vote TO be cast either by
the person in whose name the stock appears
on the books of this corporation at the time
of the voting or by his agent or proxy duly
authorized in writing to that effect.
Article VII-The business and affairs and
corporate powers of this corporation shall be
transacted by a board of not more than five
directors less than three directors to be
composed of stockholders thereof and they and
each of them shall be elected at meeting to
be held for that purpose. The stockholders
may, however, elect less than FIVE directors
at any annual meeting and the stockholders
may prior to the next annual meeting elect
additional directors up to the maximum num-
Der herein provided for, to-wit: five directors,
but, the directors cannot increase their own
number though they may hll vacancies as
w. A. Kennedy, 273l Louisiana avenue,
New Orleans, La; Herbert d. Matthews,
4427 Carrollton avenue, New Orleans, La.
George II. Matthews, 1927 Cleveland avenue,
New Orleans, La; Adam Kerber. us State
street, New Orleans, La; Neil H. Murphy,
Jr, 1926 Camp street, New Orleans, La, shall
constitute the first board of directors and
shall hold Office until the third Tuesday in
January, 1916, or until their successors are
elected and qualified, each subsequent board
shall take their seats Immediately following
their election, or as soon thereafter as prac-
ticable and shall hold their Office until their
successors shall have been elected and quail
fed. The directors hereinabove named shall
select their own officers.
The officers elected and designated to serve
until the third Tuesday in January, 1916, or
until their successors shall be elected are
as follows. to-wit: w A. Kennedy, president.
George II. Matthews, secretary and treas
urer.
On the third Tuesday in January, 1916, and
annually thereafter an election for directors
by the stockholders shall be held at the
office of the corporation, after fifteen Q9
days notice thereof shall have been given in
person or by depositing the same in the post
Office, properly addressed to the last known
address of the stakeholder of said meeting.
Every board of directors shall at its first meet
ing after its election, or as soon thereafter as
practicable, elect from their own number a
president, and first vice-president.
The said board of directors shall also elect
a secretary and a treasurer, who may COM
bine the said two Offices in one person. A
failure to elect directors on the date above
specified shall not dissolve the corporation,
but the then existing board of directors shall
continue in office and another election shall
be held as soon thereafter as practicable at a
time to be fixed by the board of directors
then in office, whereof fifteen days prior
notice shall be given in the manner herein
above provided, which notice shall be full
and complete notice to all stockholders of
such meeting.
Any vacancy in said board of directors from
any cause shall be filled by the remaining
directors. A majority of the members of said
board of directors shall constitute a quorum
for the transaction and management of all
business of said corporation. They may make
such bylaws rules and regulations as they
may think proper for the transaction of the
business and affairs of said corporation, and
change, alter and amend same at pleasure; ap-
point and FIX salaries of all officers, clerks
and employees, the same to change or dis
miss at pleasure, fix salaries for officers pro-
vided for herein, sell, convey, mortgage,
pledge, lease, and purchase property, movable,
immovable and personal; borrow money, issue
notes and bonds, lend money, make contracts
and sign and cause to be signed all neces-
sary acts, deeds, etc, to take judicial pro-
ceedings in the name of and on behalf of this |
and to do all things which NAV
be necessary to be done in the management of
said business and may be permitted by laws
applying to corporations and declare diyi- |
dends.
Article WILING stakeholder shall sell or
dispose of any of his stock in this corpora |
tion until he shall have first offered same to
he other stockholders. Said offer of sale |
shall be made in writing addressed and de-
cd 70 fha e IL.