The herald., 1916-12-14

y
BE it. known that on this thirteenth day
OF November, in the wear of our Iord 49,
teen hundred and sixteen and OF the md
pendence Of the United States OF America
the one hundred and forty-hrst, before me
lenry Leon Sarpy,. duly qualified notary
pubic IN and for the city, parish and state
aforesaid, and in the presence of the here.
matter named and undersigned witnesses,
personally came and, appeared the persons
| subscribing hereto, who declared that avail.
| ing themselves OF the constitution and laws
OF this state relative TO the organization OF
corporations they have covenanted and
agreed and do by these presents agree. bind
and constitute themselves, their successors
and assigns, and such persons as may here
after become associated with them into a
| corporation Tor the purposes and under the
| following articles OF Incorporation:
| Article The name of this corporation
shall be w. A. Dizell, Inc.
Article 1.-THE objects and purnoses for
| which this corporation is formed is 10 con-
| duct general contracting. construction, en-
| gineerlng repair and supply business, for
itself and for others, including the install
| latlon, equipment, erection and repair of
steam, electric, water, gas and power plants
| OF all kinds, railways and railroads, pole
lines and all manner of electric work, light
! ing systems, public and private, 10 conduct
a supply establishment, to buy and sell mer-
chandise incidental TO above and all other
| things necessary or incident TO the above
OBJECTS and purposes.
Article III.-The capital stock OF this coz
poratlOn Is hereby fixed at twenty thousand
dollars, divided into one thocsand shares of
the par value of twenty dollars each. Stock
shall be paid for in labor done or money
or property actually received, in such
amounts and on such terms as shall be fixed
by the board of directors. Nine hundred and
ninety-eight (998) shares full paid shall be
issued to Walter A. Dilzell, subscriber here
TO for said number of shares in considera.
whereof a he,
sells, assigns, sets over and delivers all of
the assets of the electric contracting bust.
ness heretofore conducted by him in this
city as of date October l. 1916, and this com.
pany accepts same and acknowledges due
delivery thereof, and in further considers.
ton therefor assumes the liabilities thereof,
the whole, as per list of said assets and liza
bilites which are attached hereto, made part
hereof, and marked Exhibit A" TO identify
it herewith.
And the appearers, being all of the sub
scrlbers hereto and officers hereof, to-wit:
Walter A. Dilzell, William H. Ennis and
did depose and say that the property herein
above transferred to this company by said
Walter A. Dilzell is we'll known to them,
and that they and each of them hereby
value and appraise same at the sum of nine
teen thousand. nine hundred and eighty dol
lars, and further declare that, including the
DilZell. twenty thousand dollars, consisting
of all of the capital stock of this company,
has been subscribed and paid for.
No stakeholder shall nave the right to
dispose of his stock in this company with
out having first offered il, in writing, at its
then book value, to the board of directors,
who may purchase same for the company and
maybe retired reissued as treasury stock
by the board of directors.
Certificates of stock shall be signed by the
president or vice resident and the secre-
tary, or secretary-treasurer, if one officer.
Article IV.-The domicile of this corpora.
ton is fixed in New Orleans, Louisiana.
Citation shall be served its president, in
his absence the vice-president, in the
absence of both on the secretary treasurer
if one officer; if two, on the secretary and
in the absence of all three on the treasurer.
Article V.-The corporation in its corpo.
rate name shall have the right to have and
enjoy succession for ninety-nine years from
the date of this charter; to and TO be |
sued in any court of competent jurisdiction;
TO make and use common seal and alter |
real personal and mixed, in and out of the |
State of Louisiana, by Grant, gift, purchase, |
and to devise or bequest; to lease, hold and |
dispose of, and to mortgage and pledge the |
same; to appoint such officers and agents |
as the business of the corporation may re- |
quire; to fix their compensation and to dis |
miss them at its pleasure; to increase or |
diminish its capital stock; to make bylaws, /
not inconsistent with any existing law, hx- /
ing or altering the management of its prop |
erty, the regulation and government of its /
affairs and the manner of its certihcation |
and registration of its stock; TO acquire and
hold stock in other corporations, and, II /
to issue its stock in payment for /
capital stock in other corporations, and to
sell, hypothecate or pledge such stock; to
acquire its own stock by purchase or other
wise. and to dispose of or retire same pro- I
vided that the capital stock of this corpo-
ration shall not be diminished below the
amount provided by law; to conduct bust.
ness in this state, other states, the Federal
districts. the territories and possessions of
the United States and in foreign countries;
to wind up and dissolve itself and generally |
to enjoy all rights, privileges and immuni-
ties granted by law to such corporations.
this corporation shall be vested in and exer-
cised by a board of directors to be COM
posed of three stockholders, each of whom
shall own in his own right not less than one
be elected by the stockholders annually, be-
ginning at the annual meeting OF 1917. The
board of directors shall, at their first meet.
ing after the annual election, elect from
heir own number a president and vice
president, and shall elect a secretary-treas-
irer who need not be stakeholder, or may
elect a secretary and treasurer, neither OF
whom need be stakeholder.
The first board of directors shall consist
If Walter A. Dilzell, residence 22 Vallette
St, Algiers, La; William II. Ennis resi-
ience 5O25 Perddo ST., New Orleans, La;
Fred Tanner, residence loS S Ssth st EsT
.ell as president, William H. Ennis as vice
president, Mrs. George w. Berry as secre.
who shall hold Office until
heir successors are elected and qualihed
lfter the first annual meeting in 1917.
The annual meeting of the stockholders for
he election of directors and such other bus.
ness as may come before 1t, shall be held
m the first Tuesday of November of each
rear, beginning in 1917.
All elections shall be by ballot The fail:
ire to elect shall not vacate any office, and
IN officers shall hold over until their sue
essors are elected and qualified. All vacan-
les in the board of directors or the officers
hall be filed by the remaining directors.
Nth the written consent of all the direc-
ors meetings of the board OF directors may
,e held outside of the State of Louisiana,
II within the State elsewhere than at the
donncfle. Directors may be
represented at any meeting OF the board
~ a written proxy. The board OF directors
nav, when it deems il necessary, convene
meetings of the stockholders.
Article VII.-Each stockholder shall, at
very stockholders meeting be entitled to
me vote, in person or by written proxy, TOR
ach share of capital stock held by him, or
le may send his vote by letter, the sigma
ure of which must be acknowledged before
notary public or other officer authorized TO
AXE afhdavits. Stockholders shall have the
light of cumulative voting in the election
4 directors. Shares of stock in this cor
,oration legally or equitably belonging 10
t shall not be voted, DIRECTLY or indirectly.