The herald., 1915-02-25


which this corporation is organized ana es-
tablished and the nature OF the business 70
be carried by 1t are hereby declared 10
be; to acquire by purchase or otnS I Vii
property, real or personal, and the good Will
rights and assets of all kinds under such
terms and conditions as may be deemed 40,
yisable of any person, firm or corporation' ana
particularly the patent rights and g9od VIII
OF the Price Oil Tank Works and j. 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 tuid sell
measuring devices storage systems, tanks,
etc, under said patent rights. when may DC
acquired, and to carry on the business oL
said corporation in Louisiana and IN an tne
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 oil TINS cor
pOration.
Article IV.-Tne capital stock of this cor
poration is hereby fixed at the sum OF one
hundred thousand dollars and O.lO, tSl.O',
00o.O0) dollars, divided into and represented
by ten thousand 10000, shares OF the par
value Of ten and O0-l0O, $1,000 dollars each
Said stock shall be paid for IN cash.. or IN
such instalments at at such time ana dl'et
such notice to subscribers as me board ..
Directors may fix, or same may be ISSUED al
not less than par for labor done or services
performed for said corporation, or tor prop
erty rights actually received by sald cor
pOratiOn. -. 80
Fifty thousand four hundred and O,lCO
$50 10000, dollars of the capital stock has
been subscribed to the corporation at me
time of the passing OF this act OF incorpora-
ton and this corporation shall become go
ing concern and shall be authorized to com.
mence business as soon as fifty thousand ana
OO-l0O (SS0.0OO0) dollars OF ITS capital STOCK
shall have been paid for, either in cash or
for labor done, or services performed Tor sara
corporation, or for property or 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 OO-lO dollars
$3.50 10000 by a vote of two-thirds OF all the
stock, at meeting called for that purpose.
Article VI.-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
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. or otherwise, OF any OF
its members, and they shall have htteen days
in which to accept or decline SAID offer
Should the Board of Directors decline to pur-
chase any stock, the stcok holder who has
made the offer to sell, may then dispose OF has
stock in any manner at any price he may
see fit. but any sale or 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 a Board of Directors. composed OF
twenty -one stockholders, flve of whom shall
business.
Theodore E. Posner, Eugene Buckmaster,
J. NJ Rolosson, Travis ID. Price. Roger
Holmes. w. NJ. Gordon. d. 5, Gregory. George
= l. Sz1, a
Price W. E. Mitchell, II. ]. Veith. George R.
Holmes, Mrs Hattie NJ Price, Irwin Miller.
Frank y. Perschall, X. III. Gregory, +: A. Rol-
lesson, VIM. E. 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 stockholder 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 elected, shall continue in
Office 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 any
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-presdent; J A Price, sec
ond vice-president, and Frank \. 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 executed or issued in said corpora
tion's shall be countersigned by at
least two officers of the corporation. No off,
cial shall thus sign or endorse the name OF
the corporation save strictly in its concerns.
Article IX.-This act of Incorporation may
be changed modified or amended or the CAPT
tai stock increased or decreased by and with
the consent of two-thrd of all the stock.
change in the objects and purposes may
be made only by vote of all the stock there
for issued; and an increase of the capital
stock in excess of the amount originally
named herein as the amount to which the cap
ital stock may be increased, may be made by
three fourths of all the outstanding stock.
! This corporation may be dissolved by a
vote of two-thirds of all the stockholders at
| a meeting called for that purpose.
Notice of all meetings referred to in this
| article shall be given in the same manner as
| is provided for the giving of the notices of
| election. In case of dissolution or termina-
ton of this charter, either by limitation or
| otherwise, the affairs Of this corporation shall
| be liquidated by three liquidators, elected
| by the stockholders from among their own
number, each liquidator shall have full au-
| thority to settle and wind up the business
| affairs of this corporation. The terms and
| conditions and the compensation for such SER
vices shall be fixed at the time of election. In
| case of the death other disability of any OF
the liquidators before the final liquidation OF
the affairs of the corporation, the remaining
| liquidator or liquidators shall hll said va
| cancy or vacancies.
| Article Mo stakeholder of this corpora
ton shall be held liable or responsible for the
| contracts, defaults or debts of this corpora
| ton, nor shall any mere informality of this
| organization have the effect of rendering this
| charter null, or of exposing any stakeholder
| to any liability beyond the unpaid balance
| due the stock held by him.
| Article Kiln order that this charter may
| also serve the original subscription list
the subscribers hereto have written opposite
| their names the number of shares subscribed
| for by them.
| All of which above subscriptions are pay
| able in the manner. mode and species as is
| set forth in the list hereto annexed and which
| forms part of this charter.
Thus done and signed at New Orleans, this
18th day of February, 1915. in the presence OF
| o. Cochran and F. Schaff, competent witnesses
residents of this Parish, who have signed
these presents, together with said appearers
4 and me, notary, after a reading of the whole