The herald. [volume] (New Orleans, La.) 1905-1953, 1915-03-18

Orleans, State of Louisiana, there in residing,
and in the presence of the witnesses herein-
after named and undersigned, personally
came and appeared, the several persons whose
names are hereunto subscribed who severally
declared that, availing themse Ives OF the
laws of the State of Louisiana, IN such cases
made and provided they have covenanted ana
agreed and do by these presents covenant
and agree and bind themselves, as well as
all such persons as may hereafter become
associated with them to form a corporation
for the objects and purposes and under the
articles and stipuations following, to-wit:
Article 1.-The name of this corporation
shall be Price Oil Tank Works, Inc, and
under its said corporate name 1t shall have
power and authority TO have and ENJOY cor
porate existence and succession for the full
| term and period of ninety-nine years from
and after the date hereof; to contract, TO sue
and be sued, to make and to use corporate
seal and the same to alter and break at pleas.
ure; to hold, receive, lease, purchase and
convey, well mortgage and hyPothecate
property, real, personal and mixed, corporeal
and incorporeal; to name and appoint such
managers, agents, directors and officers as
its business interest and convenience may
require, and TO make and establish, as well
as alter and amend from time TO time such
bylaws, rules and regulations for the proper
government of the affairs OF said corporation
as may be necessary and proper.
Article 1.-The domicile OF this corporation
shall be in the City of New Orleans, State OF
Louisiana, and all citations or other legal
said corporation, or in the event OF his alb
sence, upon the first vice-presdent thereof,
and in the absence of both OF said officers,
upon the second vice-president Of said cor
poration.
Article III.-The objects and purposes for
which this corporation is organized and es-
tablished and the nature of the business to
be carried on by it hereby declared to
be; to acquire by purchase or otherwise
property, real personal, and the good will
rights and assets of all kinds under such
terms and conditions as may be deemed ad.
viSable of any person, firm or corporation, and
particularly the patent rights and good will
Of the Price Oil Tank Works and !. A.
Price, patentee and TO pay for the same IN
cash or stock or other securities OF the cor
pOration and to manufacture. export, import,
buy, sell and generally deal in fluid self
measuring devices, storage systems, tanks,
etc, under said patent rights, which may be
acquired, and to carry on the business OF
said corporation in louisiana and in all the
States OF the United States and in foreign
countries; and generally to do and perform
all things pertinent and incident and which
may be proper and necessary to carry out and
execute the objects and purposes OF this cor
poration.
Article IV.-The capital stock of this cor.
poration is hereby fixed at the sum OF one
hundred thousand dollars and 0O.l0O, Sl0O.
OO0.O) dollars, divided into and represented
by ten thousand 10000, shares of the par
value of ten and OO-lOO, $1,000 dollars each.
Said stock shall be paid for in cash. or IN
such inStalments at at such time and after
such notice to subscribers as the Board Of
Directors may FIX, or same may be issued at
not less than par for labor done or services
performed for said corporation, or for prop
erty or rights actually received by said cor
pOration.
Fifty thousand four hundred and OO-lOO.
$50, 10000, dollars of the capital stock has
been subscribed TO the corporation at the
time OF the passing of this act of incorpora
ton, and this corporation shall become a 60
ing concern and shall be authorized to com
mence business as soon as fifty thousand and
OO-lOO (S5OO0OO dollars of its capital stock
shall have been paid for, either in cash or
for labor done, services performed for said
corporation, or for property rights actually
transferred to it.
Article V.-The capital stock of this cor
poration may be increased TO the sum of two
hundred and fifty thousand and 0O-l0O dollars
CS2SO,DOOO) by vote of two-thirds of all the
stock, at a meeting called for that purpose.
Article Vl.-Transfer Of stock shall be made
only on the books of the corporation. subject
to such regulations and formalities as the
Board of Directors may prescribe Any
stakeholder wishing TO sell his stock must
offer the same in writing to the other stock
holders, through the Board of Directors, at a
price not exceeding the book value thereof
who shall have an option to purchase all
shares of stock to be disposed of by SALE
resignation, death, otherwise, of any OF
its members, and they shall have fifteen days
in' which to accept decline said offer.
Should the Board of Directors decline to pur-
chase any stock, the stcokholder who has
made the offer to sell, may then dispose of his
stock IN any manner or at any price he may
see mt, but any sale transfer made by a
stakeholder in violation of this article shall
be void and no transfer of stock shall be
made on the books of the corporation unless
the provisions thereof are strictly complied
with
Article VII-All the corporate powers of
this corporation shall be vested in and exer-
cised by Board of Directors, composed of
twenty-one stockholders, five of whom shall
constitute quorum for the transaction of
business.
J: NJ. Rollosson. Travis B. Price, Roger
Holmes, w. NJ. Gordon, ID. s. Gregory, George
Schreitier. Thomas Jordan, c. ]. Salm. J. A
Price. W; E. Mitchell, II. J. Vei,h, George R.
Frank y: Perschall, r. II. Gregory. F. A. Roll
lesson, VIM. f. Price and Francis NJ. Fuller
shall compose the first Board of Directors Of
this corporation. This first Board of Directors
shall serve until the second Monday of Feb
ruary, 1916, after which the directors shall be
.elected annually by the stockholders at a
meeting to be held on the said second Monday
OF February in each year. Said meeting of
stockholders to be preceded by fifteen days
notice in writing sent to each of said stock
holders at his or her last known place of resi-
denCe. 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
The directors, when eleeted, shall continue in
ofhce for one year and until their successors
shall have been duly elected, and shall have
been qualified No failure to elect shall
operate the forfeiture of this charter or any
right under the same. Any vacancy occurring
on said board shall be filled by the remaining
directors for the unexpired term.
Theodore Z. Posner shall be president; C.
J. Salm, first vice president; ] A. Price, sec
ond vice-president, and Frank Y Perschall
secretary-treasurer of the first Board of Di-
rectors to serve until the second Monday in
February, 1916.
Article VIII.-The funds of this CORPORA.
ton shall be deposited from time to time in a
bank or banks to be selected by the Board of
Directors. All checks, notes, or instruments
drawn or executed or issued in said corpora
tIon's name shall be countersgned by at
least two officers of the corporation. No off.
clal shall thus sign endorse the name of
the corporation save strictly in its concerns
Article 1X.-This act of incorporation NAV
be changed modified or amended or the capi-
tai stock increased or decreased by and with
the consent of two-third of all the stock
A change in the objects and purposes NAV
be made only by a vote of all the stock there
Tor issued; and an increase of the capital
stock IN excess of the amount originally
named herein as the amount to which the can
ital stock may be increased. may be made bv
three -fourths of all the outstanding stock.
This corporation may be dissolved bv a
vote OF two-thirds of all the stockholders at
meeting called for that purpose
Notice OF all meetings referred to in this
article shall be given i'll the same manner as
rs provided for the giving of the notices of