The herald. [volume] (New Orleans, La.) 1905-1953, 1915-10-21

his corporation shall not engage in bust
ness until fifty thousand (SS0,OO0OO) dollars
OF the capital stock shall have been issued
ana actually paid in, either in cash, property
OF services as aforesaid. If any Of the stock
oil thls corporation is exchanged in whole or
! IN part. for property or good will. in that
/ event the provisions of section three 90 of
Act 2o7 Of 1914 shall be strictly complied with.
article V.-All the corporate powers Of this
SolPor ration shall be vested in and exercised
ny board OF directors composed of five 81
stockholders, each Of whom shall own, in his
| own Tight during his term of Office, at least
one null paid, non-pledged share of stock,
when snail be shown by his written declara-
tioh' three OF whom shall constitute a quorum
| ior the transaction OF business; provided
! the board Of directors are hereby empowered
70 increase, in their discretion. the number
oL directors to nine %, in which five
! thereof shall constitute quorum
The officers Of this corporation shall con.
| SYST OF a president, vice-president, secretary
and treasurer, all OF whom shall be members
| oil the board Of directors. The Offices Of sec
Ietary and treasurer may be held, if desired,
! OS one and the same person.
/ The following named persons shall const;.
| tue the board Of directors of this corporation,
/ to-wlt: L. II. Price, 27J5 Prytania ST; Sam
neI Michel, l2l y. Dorgenois St; +. J. Nj
Shei, 200 Canal St; T. G. Price, 27O5 Prytania
| all residents Of New Orleans, Louisiana with
! l. h. Price as president, Samuel Michel as
yIce-preSidcnt Z. J. Michel as treasurer, and
| l. - iTIce as secretary, and these directors
ana othCeTs shall serve until the second Mon
! day IN August, 1917, or until their successors
| have been duly elected and qualified.
Thereafter the directors shall be elected
annually on the second Monday in August Of
each year beginning with the year 1917; all
! elections of directors shall be bv ballot and
/ each stockholdcr shall be entitled to one vote
! for each share OF stock standing in his name
on the books Of the corporation, this vote
| to be cast in person or by proxy. and it shall
| require a majority Of the stool present or
! represented to elect
| Failure to elect the board OF directors on
the second Monday in August, 1917, or annu-
| ally thereafter, shall not work a forfeiture of
this charter, but the old board Of directors
| shall remain in Office until their successors
are elected and qualified.
Article VI.-The board OF directors shall
! hold regular meetings at such times as shall
| be hxed IN the bylaws of this corporation.
| These meetings shall be held at the domicile
/ OF the corporation, but the president may call
! special meetings OF the board of directors at
] such times as he may deem advisable, and he
shall be required TO call such special meet
! lngs whenever requested to do so by three
| members of the board of directors Three
| days notice OF such special meetings shall be
| gwen IN writing TO the directors unless
waiver OF notice is signed by the directors.
| Any vacancy occurring on the board either
| from death, resignation, or inability to serve
shall be filled by the board of directors, at
| its next regular meeting after such vacancy
| shall have occurred The first board of direc-
! tors of this corporation shall be required to
| draft suitable bylaws for the government of
this corporation, which may be altered, amend
ed or changed as the exigencies Of the
may require.
Article VII-The stock of this corporation
may be transferred, provided such transfer
porstion before it shall be required to recog-
nize the transfer or the new holder of said
stock. The total amount of the subscribed
stock as herein set forth is the sum of sew
enty-hve thousand (S5,OOOOO dollars. which
is hereby authorized to be issued fully paid
and worcestershire, for cash, or in exchange
for property or services, according to law
Article VIII.-This charter may be modi-
fed, or altered, the capital stock thereof in
creased or decreased, or the corporation may
be dissolved with the assent of twO-thirds OF
the capital stock present or represented at
any meeting Of the stockholders held for that
purpose after prior notice in writing to each
! stakeholder or mailed to him at his last
known post office address, all in accordance
with the terms of Act 267 of 1914.
Article IX-At the expiration of this char
I ter, the earlier dissolution Of this corpor-
alton Tor any cause, ITS affairs shall be liqul-
( dated by one or more liquidators to be elected
| oy the stockholders, all OF whom shall hold
! stock in said company and said commission.
| ers are hereby vested with full power and
! authority TO liquidate the affairs of said COM
/ pany, with full power to act under the terms
| of section thirty 500 OF Act 267 of 1914
Article N.-The appearers hereby declare
| that they have subscribed to the following
| number of shares OF the capital stock of this
! corporation, to-wit:
l.. II. Price, 27Os Prytania ST., New Orleans,
| La, four hundred and twenty-four shares;
Samuel Michel, 1921 n. Dorgenois ST., New
! Orleans, La, seventy-hve shares; E. J.
Michel 200 Canal St., New Orleans, La, one
hundred and seyenty-hve shares; Victor 5
| Ill
La, seventy-fve shares; t: G. Price, HO5
Prytania ST., New Orleans, La, one share
= The said subscriptions of L. II. Price, E. J.
Michel and T. G. Price shall be fully paid for
| and settled by the transfer by them TO this
corporation of all the assets, property, bust.
ness and good will of the United Fish and
| Oyster Company, Limited, of New Orleans,
acquired by them by purchase from the liqui.
dators of said company; an accurate, detailed
! and itemzed statement and description of
such property being hereto annexed, to be
read in connection herewith and the said
property and good will having been duly APP
praised by the directors of this corporation
at the values set forth in said annexed men,
orandum.
The said subscriptions of Samuel Michel
and Victor s Michel shall be fully paid for
and settled by the transfer by them to this
| corporation of certain property, real and per-
| sonal, an accurate and itemized statement and
description of said property being hereto an
nexed, to be read in connection herewith,
and said property and good will having been
| duly appraised at the values set forth in the
| said annexed memorandum. In addition to
| said annexed memorandum. In addition to
the stock hereby exchanged for said property,
shall be paid the sum of fifteen thousand
| (SlS,OO0OO) dollars, in cash, by this corpora
/ ton for said property, in accordance with
their agreement and contract with this COM
pany.
Thus done and passed, in my Office, in the
city of New Orleans, on the day, month and
wear, first above written, in the presence OF
St Clair Adams and Arthur p Portas, COM
| petent witnesses, who have signed these pres
ents together with the said atlantis and me,
notary, after due reading of the whole.
Original signed: L. II. Price, four hundred
| and twenty-fou shares; Sam. Michel, seventy
| FIVE shares; E. J. Michel, one hundred and
seventy-fve shares; Victor S. Michel, seventy
| five shares; Thos. G. Price, one share. Wit
nesses: St. Clair Adams, Arthur p. Portas.
JOHN R. UPTON Not. Pub.
| I, the undersigned recorder of mortgages
| in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act OF
| incorporation of the Samuel Michel and Son
| Company, incorporated, was this day duly
recorded in my Office in book llS7, folio -.
New Orleans, September 10, l9lS
] (Signed) EMILE J. LEONARD, D. r.
| A true copy:
STAMP
| New Orleans, La, Sept. 10, 1915.
JOHN R. UPTON, Not. Pub.
sept Is q 30 oct A2l