The herald., 1915-01-07

I
as we'll as all such persons as may hereafter
become associated with them, 10 form COT
poration for the objects and purposes ano
under the articles and stipulationS following
| to-wit: 9,
Article 1.-The name Of this corporation shall
be the Merge Marine Hardware & Supply Con'
pany, Inc, and under its said corporate name
It shall have power and authority TO nave a i
| enjoy corporate existence and succession ioI
| the full u m and period OF nlnety-nine years
! from and after the date hereof; 10 contract
| to and be sued. TO make and TO use a cor
| porate seal and the same TO alter ana OIedk
at pleasure. TO hold, receive, lease, purchase
| and convey, as we'll as mortgage and hypothe-
| cate property, real; personal anc mixed, cor
| pOreal and IncOrpOreal: - name ana appoint
| such managers, agents, directors ana OlilSSiH
| as its business interest and convenience may
| require, and to make and establish, As well
as alter and amend from time 10 time, such
| bylaws, rules and regulations Tor the proper
| government OF the affairs Ut SAID corporation
| as may he necessary and proper.
| Article 1.-THE domici'e OF this corporation
| shall be in the City Of New Orleans, state OF
| louisiana, and all citations or other legal
! process shall be served upon the President
OF said corporation. or III the event Of hrs alb
| scnCe, upon the Vice President thereof, and
| in the absence Of both Of said officers, upon
| the Secretary Treasurer Of said corporation.
Article llI.-The objects and purposes for
which this corporation IS organized ana eStaD-
hShed and the nature u the business TO be
carried on by IL hereby declared to De;
to engage in a general furnishing and supply
business, principal and rs agent, IN hard
ware, ShIp-chaudlery, paint, railway, mill sup
plies and IN connection herewith to engage
IN general business. at wholesale and retail,
IN all lines Of hardware and supplies tor paint
ers mills, railways, ships and things OF that
nature, and TO carry on 4 . business OF Sdld
corporation III Louisiana and IN all the States
Of the United States and in foreign coun.
trieS; and generally to do and perform all
things pertinent and incident and which may
be proper and necessary TO carry out and exc
%.
alton.
Article IV-The capital stock of this cor
poration is hereby fixed at the sum Of Twenty
Thousand Dollars lS1OnOOOOl, divided into and
represented by Two Hundred Shares (1OOl OF
the par value Of one hundred dollars (SlOOOO
each. Said stock shall be paid for in cash or
IN such Installments and At such time and
after such notice to subscribers 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 for property
OF rights actually received by said corpora
ton.
Ten Thousand Dollars CslO.OOOOO of the cap
ital stock has been subscribed TO the corpora
ton at the time OF the passing OF this act OF
come a going concern and shall be authorized
to commence business soon Five Thou
sand Dollars (S5,0OOOO OF its capital stock
shall have been paid for.
All transfers of shares OF the capital stock
OF this corporation shall be made and entered
on the stock book of the corporation and no
transfers shall be in any manner binding on
this corporation unless so entered
Stock IN this corporation is issued, held and |
acquired by the stockholders under the fol |
lowing conditions, which are the essence of |
their rights as stockholders, and which cond- |
tionS shall be briefly set out in each stock |
certificate.
lst That no stakeholder shall sell, ALLEVIATE, |
hypOtheCate, transfer, or otherwise alternate his |
stock until he shall have first offered the same
unto the other stockholders of the company, |
which offer shall be made in writing to the |
Board of Directors, whose duty it shall be To
transmit to the stockholders Immediately, and
SAID stockholders shall have seven days from |
the receipt of said notice by the Board of Di-
rectors within which they may purchase at
the value thereof plus ten per cent.
The value of the stock for the purpose afore-
SAID shall be the same is shown by tn
books OF the orporation-eStablished on the
basis of the last semi-annual statement Of the
corporation IN connection with the monthly
trial balance and the semi-annual inventory |
1t shall be the duty of the corporation 10
make and preserve the foregoing trial bal
lnces and semI-annual and annual statements
Tor the purposes aforesaid, and which shall at
all times be open TO the view of the stock
holders.
Should more than one stakeholder offer TO
buy said stock, the same shall be distributed
according to their holdings in the corporation.
In case OF the acceptance of the offer under
he provisions hereinabOve set forth. the price
therefor shall be paid in cash within twenty.
our hours after such acceptance.
nc RUE nerelndDOVe set forth shall |,
govern in case of the death of a stakeholder
with the additional proviso, in such case the
surviving stockholders may, at a meeting
allied and held for that purpose, or at any
meeting held after the death, call the said
took at its book value plus ten per cent, es-
ablshed IN the manner above set forth for
he purpose OF conveying the said stock to the !
urvlvors in the said corporation.
Article N.-The capital stock of this corpor-
tion may be increased to the sum of Fifty
thousand Dollars ($SO,0OOOO) by a vote of two |
hIrdS OF all OF the stock, at meeting called !
or that purpose. |
This option or right shall not be exercised $
owever, after six months from the date of /
he death of the said stakeholder II
Article NI.-All the corporate powers of this
shall be vested in and exercised
y a Board OF Directors, composed of five )
tockholders, a majority of whom shall con.
titute quorum for the transaction of bust ;
ess. The directors shall be elected annual. I
by the stockholders at a meeting TO be I
cid on the second Monday of January in each .
ear said meeting OF stockholders to be pre-
eded by three days notice in writing sent TO I
ach OF said stockholders at his or her last Q
nown place of residence. Each stakeholder a
ote for every share owned by him or her; all 9
lectOns shall be held under such rules and a
equations as may be determined by the !
oaTd OF Directors. AT all meetings, whether :
/ Directors or of stockholders, all questions l
hall be determined by majority represented I
said meetings. The Directors, when elected a
nall continue in office for one year and until ;
ieir successors shall have been duly elected 0
nd shall have been qualified. No failure to a
ect shall operate the forfeiture OF this char. =
r or any right under the same. ANY vacancy l.
,curring on said Board shall be filled by the d
manning directors for the unexpired term d
he Board of Directors, after its election. o
iall elect President, a Vice President, and II
Secretary Treasurer. The General Manager s.
inject TO the control of the Board, shall have -,
e right to appoint and dismiss the clerks u
nd other employees of the corporation at e
easure and as the interest and business of u
e same may demand. Immediately after 81
e signing of this charter the stockholders
ithout further formaity, shall elect Board 9
Directors. who shall serve until the cleo te
on in 1915. 81
Article VII.-The funds of this CORPORATION d.
all be deposited from time to time in a C
INK or banks to be selected by the Board Of u
lrectors. All checks, notes or instruments 81
avn or executed or issued in said corpor. VI
IONS name shall be countersgned by at ei
asst two officers of the corporation No of.
ial shall thus sign or endorse the name Ok
the corporation save strictly in its concerns pc
Article NIll.-Until the first Board of Di. ~
ct9rs snail have been legally elected and y.
alfred the following shall constitute the 81
st Board of Directors: II. R. Macleod. of IN
w Orleans; NJ. B. Griffin, of New Or ,e
ms; l.. r. Blanchard, of New Orleans: J. Ia
Menge, Jr., Of New Orleans; and Ross f.
eazeale, of New Orleans, of whom H. r. he
icLeod shall be President, NJ. b. Griffin III
all be Nice-President, and L. E Blanchard al
all be Secretary Treasurer on
Article lN.-IhiS act of incorporation NAV sh
changed, modified or amended or the cap tn
l stock increased or decreased by and with eX