The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-21

| which electrodes is a secret and known solely
| to the said George Vincent Frye.
Said assignment shall be further evidenced
| and supplemented by contract between the
| corporation and the said George Vincent
| Frye, providing and STIMULATING for the de-
| posit of said process, formula, or method, in
city of New Orleans, which contract has al
| ready been submitted TO and approved by
the said Frye and the Board of Directors of
this corporation.
| And it is further understood that at the
| termination of this corporation, whether by
Limitation, by voluntary or involuntary dis
| solution, or for whatever cause, that fur
| Their rights to the said "Frye's Process" and
secret electrodes shall remain in this cor
| poration, or in any of its stockholders or
| creditors, but that all of the rights which
| are granted to II as above set forth, shall
at once revert and become vested in the said
| George Vincent Frye, his heirs assigns.
| And the said A. Franklin Pugh, George
| Vincent Frye, Oswald Ogden, Ernest J. Tay-
lor and J. Clifford Lyons, comprising all of
the members of the board of directors of this
| corporation, in accordance with the require
| ments of Act 267 of 1914, of the Legislature
Of the State Of Louisiana, do hereby value
and appraise the right OF use to said pro-
| cess, formula method and electrodes at the
valuation of forty-seven thousand FIVE hum
| dred (S47, 10000 dollars.
The capital stock of this corporation may
| be increased 70 one hundred thousand $780,
| 0O00O dollars.
Article Vail the powers of this corpora.
| ton shall be vested in and be exercised by
| a board of directors composed of FIVE stock
| holders, to be elected each year by the stock
holders at their annual meeting; each direc-
| tor shall be bona fide stockholder, and the
first board of directors shall serve until the
\ election to be held the first Tuesday in
| February, 1917, and until their successors
! are elected and qualified, which board with
their post office addresses, is as follows:
| A. Franklin Pugh, S24 Gravier St, New
| Orleans, La, who shall be president; George
Vincent Frye, la N. Rendon ST., New Or
leans, La, who shall be LIST vice-president
Walnut street. New Orleans. La, who shall
| be End vice-president; Ernest J. Taylor, 824
Gravier street, New Orleans, La, who shall
be secretary and assistant treasurer; J.
leans, La, who shall be treasurer.
On the list Tuesday in February, 1917, and
| annually thereafter, except when such day
shall fall on a legal holiday, then upon the
| next following lay day, the stockholders shall
i elect a board Of directors for the ensuing
year, the board already installed to continue
to hold over until their successors are elected
The board of directors so elected shall Sc.
| lect from their own number the officers of
| the corporation, who shall be a president, LIST
vice-president, who may or may not be gen
eral manager, a End vice-president, treas
urer, and a secretary, who may be assistant
| treasurer.
| The Office of the secretary and treasurer
1 may De nclQ Dy one ana tnc person dS
secretary -treasurer, as may be determined
| by the board.
The election of directors shall be by ballot,
! and the persons receiving the largest number
| of votes shall be declared elected For elect
| ing directors or for any other purpose, each
| share of stock, whether present or by proxy,
| shall be entitled to one vote. majority OF
| the 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 dissolu-
| ton of the corporation, as hereinafter pro-
| vided.
The said board Of directors shall have power
| and authority to make all necessary rules
| and regulations for the management, opera
ton and control of the business of the cor
| poration, as we'll as to make all necessary
| rules and bylaws, with power to hill any
| vacancy occurring in their number, or any
| vacancy occurring among the officers OF the
| corporation A majority of the directors vot-
| ing at any one time, in person or by proxy,
| shall be required to pass any resolution, or
adopt any bylaws, and which, when so adopt
ed, shall become valid corporate acts:
holders for eleeting directors, or for any other
| purpose, except as may be hereinafter d.
rected, shall be given in writing by the sec
| rotary, to be deposited in the mails at least
| fifteen days before such meeting, directed to
| each stakeholder at his last known address
| appearing upon the books of the corporation,
unless said notice is waived in writing by
all the stockholders appearing as such upon
the books.
Article VII-This act Of incorporation may
be modified, added to, changed or amended,
or this corporation be dissolved by and with
| the assent of the holders Of two-thirds in
amount of its then entire outstanding stock,
| given at a general meeting of the stockhold-
ers to be convened after fifteen days prior no.
tice to be given in one of the daily newspa-
pers published in the city of New Orleans.
| in additional TO the personal notice to each
Ct the stockholders, as provided in Article
vi of its charter; and such changes as may
be made in reference to the increase or de-
crease of the capital stock shall be preceded
by such notice, delays and formalities a. are
by law enforced.
In the event of the dissolution Of said cor.
poration, either by limitation of its charter,