The herald. [volume] (New Orleans, La.) 1905-1953, 1915-10-07

| whatsoever.
This corporation shall not engage in bust
ness until fifty thousand (S5O,OOOO dollars
| OF the capital stock shall have been issued
and actually paid in, either in cash, property
OF services as aforesaid If any of the stock
OF TINS corporation is exchanged, in whole or
IN part; for property or good will, in that
event the provisions of section three CD of
ACT 1oI OF 1914 shall be strictly complied with.
Article YAH the corporate powers of this
corporation shall be vested in and exercised
Dy board Of directors composed of five (5)
| stockholders, each of whom shall own, in his
own fight' during his term of Office, at least
one full paid, non pledged share of stock
winch shall be shown by his written declara-
ion, three of whom shall constitute a quorum
Tor the transaction of business; provided,
TO increase, in their discretion, the number
OF directors TO nine %. in which case five
ihereot shall constitute a quorum.
The officers Of this corporation shall con-
slst OF president vice president secretary
ana treasurer, all of whom shall be members
Of the board of directors. The offices of sec
rotary and treasurer may be held, if desired
by one and the same person.
The following named persons shall consti-
tute the board OF directors of this corporation
to,wit; L. II. Price, 2705 Prytania St; Sam
uel Michel, 1881 y. Dorgenois St; f. J. Mi
chei, 200 Canal St; T. G. Price, 27O5 Prytania
st; Victor s. Michel, 1889 ~ Dorgenois St,
an residents Of New Orleans, louisiana with
L: IL. Price as president, Samuel Michel
ylce-president, +. J. Michel as treasurer, and
/. g. Price as secretary, and these directors
ana oihcers shall serve until the second Mon
day IN August, 1917, 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 by ballot, and
each stakeholder shall be entitled to one vote
ioT each share of stock standing in his name
hP NJ he tI,,s
to be cast in person or by proxy and it shall
require a majority of the stock present or
represented to elect
Failure to elect the board of directors on
the second Monday in August, 1917, annu-
ally thereafter, shall not work forfeiture of
| tins 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 liked 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 the board either
IRON death, resignation, 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 case
may require.
Article VII.-The stock of this corporation
may be transferred, provided such transfer
shall be recorded upon the books of the
poration before. 1t shall be required to 'recog.
nize the transfer or the new holder of said
stock. The total amount of the subscribed
stock herein set forth is the sum of sew
enty-hve thousand (S75OOO.OO) dollars, which
is hereby authorized to be issued fully paid
and non assessable, 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-thTds of
the capital stock present OF 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
ter, or the earlier dissolution of this corpor-
alton for any cause, its affairs shall be liqui
dated by more liquidators to be elected
by the stockholders, all of whom shall hold
stock in said company and said commission
ers are hereby vested with full power and
pany, with full power to act under the terms
of section thirty (3O) of Act 267 of 1914;
Article X.-The appearers hereby declare
hat they have subscribed to the following
number of shares of the capital stock of this
corporation, to-wit:
L. II. Price, 27O5 Prytania ST., New Orleans,
La, four hundred and twenty-four shares;
Samuel Michel, 1921 N. Dorgenois ST., New
Michel, 200 Canal St, New Orleans, La, one
hundred and seventy-hve shares; Victor 5.
Michel, 1893 n. Dorgenois St, New Orleans,
La, seventy-fve shares; 7. G. Price, 2705
Prytania St, New Orleans La, one share.
The said subscriptions of L. II. Price, E. J.
Michel and T. c. 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 itemized 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 of fifteen thousand
(Sl5O0000) 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
year, 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. H. Price, four hundred
and twenty-four 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, dc 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 ll57, folio -.
New Orleans, September 10, 1915.
(Signed) EMILE J. LEONARD, d. K.
A true copy:
STAMP
New Orleans, La, Sept 10, 1915.
JOHN R. UPTON, Not. Pub.
sept Is q 20 oct NH