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

BE II known That on this, the 2lst day of
the month of January, in the year OF our
Lord one thousand, nine hundred and fifteen
and OF the Independence of the United States
of America, the one hundred and thirty ninth,
before me, Charles F. Fletchinger, a notary
public. duly commissioned and qualihed IN and
for the State, parish and city aforesaid, there
in residing and in the presence OF the wit
ncsses hereinafter named and undersigned,
personally came and appeared the several
persons whose names are hereunto subscribed,
who declared that. ayaIlIng themselves OF
the laws of this State relative TO the forma-
ton and organization of corporations, they
have COvenanted and agreed and do, by these
presents, covenant and agree and bind them
selves as well as those who may hereafter
become associated with them, TO form them
selves into corporation for the objects and
purposes. with the name and under the stipu-
latiOnS following, to-wit:
ARTICLE 1.-The name ard style of this
corporation shall be Neal Institutes Company
of Louisiana, Inc" and by said corporate
name II shall have succession and ENJOY eNlS-
tence for the period of ninety -nine years, TN.
less sooner dissolved in the manner provided
by law and the articles Of this charter 4;
and under said corporate name II shall have
power and authority to contract, sue and
lie sued. TO make and use a corporate seal,
the same to alter or break at pleasure,
to make all necessary rlhes and regulations
for its corporate management and control, and
shall have and enjoy all the rights, privileges
and immunities which aIr now conferred upon,
Of the same kind and character.
ARTICLE 1.-THE dOmicie of this corpora
ton shall be in the City OF New Orleans,
State of Louisiana, and all citations and other
legal processes shall be served upon the
president or, in his absence, inability to
act, upon any other officer of the corpora
ton.
ARTICLE III.-The objects ana purposes
for which this corporation is organized and
the nature of the business TO be carried on
by it are hereby declared to be to conduct
and operate hospitals and sanitarums for
the treatment of inebriates, drug addicts and
kindred additions; to board patients and
furnish lodging for hire for the same when
ever it shall be deemed wise and expedient
or necessary; TO operate under a contract or
franchise from the Neal Institutes Company,
of Chicago, ILL.,, and to administer treatment
according to the methods of said Neal lnsti-
tutes Company; to own, conduct operate
hospitals in New Orleans or elsewhere in the
State of Louisiana for the and atten-
tion of the sick, injured, aged or inhrm,
and TO provide useful sanitary, scientific and
hygienic places and apparatus where its pa
tients may be treated attended and cared for
by regularly licensed practitioners of medi-
cine and surgery and skilful and competent
nurses, may be lawful; 10 own, lease, hire
or otherwise acquire, convey, mortgage, sell
or otherwise deal in or dispose of real estate,
buildings, hospitals, supplies, drugs and ap-
paratus as shall from time to time be found
needful, convenient, desirable in and about
the operation conduct of its said business,
and to contract with its patients for such
service and attention, and, generally, to own,
maintain and conduct hospitals, and to have
such general and individual powers as may
be necessary in furtherance of the objects
and purposes herein set forth or such as Il
natural person might have exercise, and
to have and be vested with such powers as
conferred upon corporations of the same
kind and character, under the laws of the
State of Louisiana.
ARTICLE IV.-The authorized capital stock
of this corporation is hereby fixed at the sum
of Twenty Thousand $4,000 Dollars divided
into Two Thousand (2,OOO) shares of the par
value of Ten $1,000 Dollars each all of
which shall be common stock and the same
may be issued for cash money or in payment
of property or services actually received by
or rendered to said corporation. This corpora
ton shall commence business and become
going concern as soon $4,000 of its capital
stock shall have been subscribed and paid for /;
said stock shall be fully paid at the time
of its issuance and, thereafter, non assessa-
BILE.
The parties hereto declare that they each
subscribe for the number of shares of said
capital stock set opposite their respective
signatures hereto, being two hundred and fifty
ESQ shares each, or an aggregate of Ten
Thousand $4,000 Dollars, the same to be
paid for by the sale, transfer and assignment
by the subscribers hereto to said corpora.
tion of that certain contract by and between
the said subscribers and the Neal Institutes
Company Of Chicago, Illinois, dated January
!, 1915. covering a period of 90 years. giving
and comforting upon them the exclusive privi
lege of making use in the State of Louisiana
of the Neal remedies, medicines and treatment
of the drink, drug and other addctions, the
dispensing of which is made the primary OBJ
ject Of incorporation hereunder and which said
contract has been appraised by the board of
directors hereinafter named, at the price and
sum of Ten Thousand Dollars. And said sub
scribers being the joint owners of the afore-
said franchise or contract, have elected to take
stock in this corporation in lieu of the pay
ment by IL to them of cash money. The residue
Of said capital stock shall be issued and paid
for subject to the action of the Board of
and after the date hereof. The capital stock
of this corporation may be increased to the
sum of s5O0OO.0o, in accordance with the pro-
visions of law pertaining thereto.
ARTICLE Van the powers of this cor.
poration shall be vested in and be exercised
by Board of not less than three nor more
than FIVE Directors, to be elected each at the
Stockholders Annual Meeting. The persons
so named as Directors, all of whom shall
be bona fde stockholders, may select from
their own number a President, a Vice.Presi.
dent, and Secretary-Treasurer. The first
Board Of Directors, with postofice addresses,
are as follows: J. ". Allen, who shall be
President, birmingham, Ala; VIM. Teney,
who shall be Vice-President, Birmingham.
Ala; Marion Allen, who shall be Secretary
Treasurer, Birmingham, Ala.
On tne second TUESDAY OF January, lYl6, and
on the same day of each succeeding year, ex.
cept when such day shall fall on a legal holi.
day, then upon the next following layday.
the stockholders shall elect Board OF Di.
rectors for the ensuing year, the Board already
installed to continue TO hold over until their
successors are elected and qualified.
The Board of Directors so elected shall Sc
lect from their own number the officers of the
corporation as above provided, and shall also
appoint a manager Of the corporation. The
election Of Directors shall be by ballot, and
the persons receiving the largest number of
votes cast shall be declared elected. For
electirg Directors or for any other purpose
each share of stock, whether present or by
proxy, shall be entitled to one vote, and
a majority Of votes cast shall be required
to pass any resolution or decide any question
submitted to the stockholders, except for the
alteration or amendment of this Charter or
the dissolution of the corporation, as herein.
after provided
The said Board Of Directors shall have
power and authority TO make all necessary
rules and regulations for the management.
operation and control of the business of the
corporation, as well as to make all necessary
rules and bylaws, with power to fill any
vacancy occurring in their number A ma |
lority OF directors voting. at any one time, |
IN person or by proxy, shall be required TO
pass any resolution or adopt any bylaw and |
which, when so adopted, shall become valid
corporate acts.
ARTICLE VI-Notice of all meetings az
stockholders for electing directors or for any
,ther purpose, shall be given in writing by
ne Secretary, to be deposited in the mail |
4 least fifteen days before such meeting.
ilrected to each stakeholder at his last known
ddress appearing upon the books of the
unless said notice is waived in |
griting by all the storLboIdors .n..--:~N " |