The herald., 1915-03-04

Article lll-The objects and purposes fC
: which this corporation is organized and es
: tablished and the nature of the business I
q be carried on by il are hereby declared I
: be; to acquire by purchase or Otherwis
property, real or personal, and the good WI
= rights and assets of all kinds under sue
c terms and conditions as may be deemed ad
vlSable OF any person, firm or corporation, an
particularly the patent rights and good vii
J of the Price Oil Tank Works and !. \
Price, patentee and to pay for the same D
E cash or stock or other securities of the cor
, poratiOn and to manufacture, export, import
buy, sell and generally deal in fluid sci
measuring devices, storage systems, tanks
| etc, under said patent rights, which may b
acquired, and to carry on the business %
, said corporation in louisiana and in all tn
} States OF the United States and in foreigl
countries: and generally to do and perform
| all things pertinent and incident and which
may be proper and necessary to carry out ant
execute the objects and purposes Of this cor
poration.
Article IN.-Tne capital stock of this cor
poratlon Is hereby fixed at the sum OF on,
! hundred thousand dollars and 0DlOO (SlC0,
OCO.Dl dollars, divided into and represented
by ten thousand 10000, shares of the pat
value of ten and OO-lOC, $1,000 dollars each
Said stock shall be paid for in cash. or in
such lnstaIlmentS at at such time and after
such notice TO subscribers as the Board OF
| Directors may Tx, same may be issued al
not less than par for labor done or services
performed for said corporation, for prop,
| erty or rights actually received by said cor
! poration.
| Fifty thousand four hundred and OO-lOO.
| S50,+OOO), 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 go
| ing concern and shall be authorized to COM
mence business soon nifty thousand and
| OO-lO CSSO,OOO) dollars of its capital stock
shall have been paid for, either in cash or
for labor done, or services performed for said
corporation or for property or rights actually
transferred to it.
Article N.-The capital stock of this cor
poration may be increased to the sum of two
hundred and fifty thousand and OO-lOO dollars
(S250,0OOO0) by a vote of two-thirdS of all the
stock, At meeting called for that purpose
Article Nl.-IranSfer Of stock shall be made
only on the books of the corporation, subject
to such regulations and formalities the
Board of Directors may prescribe. ANY
stakeholder wishing 10 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 al!
shares of stock to be disposed of by sale.
resignation, death, or otherwise, OF any of
ITS members, and they shall have fifteen days
IN which TO accept or 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 or transfer made by a
stakeholder in violation OF this article shall
be void, and NO transfer of stock shall be
made the books of the corporation unless
the provisions thereof are strictly complied
with.
Article VII.-AlI the corporate powers of
this corporation shall be vested in and exer-
clsed by a Board OF Directors, composed of |
twenty-one stockholders, five Of whom shall !
constitute quorum for the transaction of
business.
Theodore E Posuer, Eugene Buckmaster.
!; NJ. Rollosson, Travis ID. Price, Roger
Holmes. W: NJ. Gordon, ID. $ Gregory, George |
Schreiiier, Thomas Jordan, {. J. Salm, J. A. |
I,rI:t W; F. Mitchell IT, !. Neilh, George r.
Frank \. Perschall, X. II. Gregory. F. A Rol-
lesson, VIM. l.. 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, 1910, after which the directors shall be
elected annually by the stockholders at
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-
ience. Each stockhoder shall be entitled in
person or by proxy to one vote for every
share owned by him or her; all elections shall
re he Id under such rules and regulations as
nay be determined by the Board of Directors
he directors, when eleC,ed, shall continue in
'ihce tor one year and until their successors
hall have been duly elected, and shall have
'een qualified. No failure to elect shall
operate the forfeiture of this charter or any
lght under the same. Any vacancy occurring
N said board shall be filled by the remaining
directors for the unexpred term.
Theodore Z. PoSner shall be president; c.
T. Salm, first vce-president; ] A Price, sec
md vice-president and Frank X. Perschall, /
ecretary- treasurer of the first Board of Di-
ectors TO serve until the second Monday in |
1916. II
Article NIII.-The funds of this corpora
ION shall be deposited from time to time in a | |
ank or banks to be selected by the Board Of
DIrpFfOTS a rLC
rawn or executed or issued in said corpora
IONS name shall be countersigned by at
east two officers of the corporation. No off,
laI snail thus sign or endorse the name of
ne corporation save strictly in its concerns
Article lN.-This act of incorporation NAV
e changed modified or amended or the capt.
al stock increased decreased by and with
ne consent of two-third of all the stock
A change in the objects and purposes NAV
e made only by vote of all the stock there
Or issued; and an increase of the capital
took IN excess of the amount originally
AIMED herein the amount to which the can |
al stock may be increased, NAV be made Inv
Tee-tourths of all the outstanding stock
ms corporation may be dissolved by
Dte OF two-thlrds of all the stockholders at
meeting called for that purpose
Notice Of all meetings referred to in this
-ticle shall be given in the same manner as
provided for the giving of the notices of
ectlon. In case of dissolution or termina-
on OF this charter, either by limitation or
herwise, the affairs of this corporation shall
liquidated by three liquidators, elected
y the stockholders from among their own
imber, each liquidator shall have full au-
GRITTY to settle and wind up the business
1airs OF this corporation. The terms and
ndItlons and the compensation for such ser.
ces shall be fixed at the time of election. In
se OF the death other disability of any of
e liquidators before the final liquidation of
e affairs of the corporation, the remaining
luidator or liquidators shall fill said va.
ncy or vacancies.
Article Mo stakeholder of this CORPORA
On shall be held liable or responsible for the
ntracts, defaults or debts of this corpora
1n, nor shall any mere informality of this
have the effect of rendering this
arter null, or of exposing any stockholder
any liability beyond the unpaid balance
e on the stock held by him.
Article Kiln order that this charter NAV
so serve as the original subscription list.
e subscribers hereto have written opposite
err names the number of shares subscribed
by them 4
All OF which above subscriptions are paw
lie IN the manner, mode and species as is
| forth IN the list hereto annexed and which
ms part of this charter.
lhus done and signed at New Orleans. this
n day OF February, 1915, in the presence of