The herald., 1916-10-05
ACT OF INCORPORATION

leans
BE it known that on this 9th day of Sep
| TENDER, in the year OF vur Lord, one thou
| sand nine hundred and sixteen G9l6) and o.
the independence of the United States o.
America, the one hundred and forty--frst, be
fore me, Joseph Sinai, notary public ir
and for the Parish OF Orleans, State OF
| louisiana, duly commissioned and qualified
| and in the presence OF the witnesses here.
| matter named and undersigned personally
| came and appeared the several persons whose
names are hereinafter subscribed, of full age
| OF majority, who declared % me that, avail
| ing themselves OF the laws o; this state rela.
| tive to the organization Of corporations, par
| tleularly Act No. 267 OF the session OF the
/ General Assembly of the State Of Louisiana
! for the year 1914, page S2l, they have coven-
! anted and agreed, and by these presents
| they do covenant and agree for themselves
| and their successors and assigns to form
| themselves into corporation and body
! polite in law, for the objects and purposes
and under the stipulations hereinafter set
| forth, to-wit:
! Article 1.-The name and title Of the cor
poration shall be City Sales Agency, In
| Corporated,' and under such title IL shall
| have and enjoy succession and existence for
| a period OF nlnety-nine years from date
| hereof; II shall have the power and authority
| to contract, and be sued, and to make
! and a corporate seal, the same TO break
and alter at its pleasure; to hold to pur-
chase, lease, sell, mortgage or hypOthecate
| or pledge property, real, personal or mixed,
necessary, Incidental proper for the carry
| ing on Of its business and, to that end, to
! further make and issue notes of indebted
| ness; to name and appoint managers and
clerks or other employees for the proper
conduct Of ITS corporate business and to
make and establish such rules, regulations
and bylaws as may be found necessary and
desirable for the management Of the affairs
of the corporation and, generally to do all
and every other act, deed or thing necessary
for the complete and proper conduct and
management OF said business.
A-t,r he ,,g,la NJ he
ton shall he in the city OF New Orleans
Parish OF Orleans, State OF ouisiana, where
all citation and other legal process shall he
served upon the president or, in his absence
upon the secretary treasurer.
Article llL-The obJek- and purposes for
which tins corporation Is organized and the
nature OF the business 20 be carried on by
1t are hereby declared to be as follows, TO-
wit:
To manufacture, buy, sell, import. export
and generally deal in all kinds of vehicles
engines, machines or appliances for the gen
Grafton of steam, electric, gasoline or other
power tor the purpose OF propelIng cars,
carriages, wagons, trucks and vehicles Of
every kind, character and description; and
also 10 manufacture, buy, sell, import, export
and generally deal in machinery of all kinds
and TO deal in supplies and such mechanical
devices and engineering appliances as are
generally manufactured bought, sold, i'm
ported, exported and dealt in by manufac-
turers and dealers in a sInniar line OF bust
ness
Article IV-The capital stock of this cor
poration is hereby fixed at the sum of five
thousand (S5,GOOO dollars, divided into one
hundred 200 shares at a par value of fifty
$4,000 dollars ecah, to be paid for in cash
or Its equivalent in property. No certificate
It Is fully paid for, or for property pur-
chased or leased no stockholder shall ever
be held liable or responsible for the faults,
contracts or debts of this corporation in any
further sum than the unpaid balance due the
corporation the shares of stock subscribed
for by him; nor shall any mere informality
in the organization have the effect of render.
ing this charter null or Of exposing a share
holder 20 any liability whatsoever, other than
above; nor shall the stock be subject 10 as
sessmentS. The corporation shall begin to
do business and to be going concern a
soon as two thousand, 1--WE hundred (S2,5OO0O)
dollars OF the capital STOCK has been sub
sCrIbed aud paid for.
Article N.-All the corporate powers OF this
corporation shall be vested in and exercised
by board OF directors TO be composed OF
three 90 stockholders, two OF whom shall
constitute a quorum for the transaction Of
the business OF the corporation.
Until the first Monday of October, 1917,
the following named persons shall constitute
the board OF directors Of this corporation, to-
wit; BENJAMIN Dreyfus, alex F. Dreyfus
and Moses Beer.
Thereafter the directors shall be elected
annually on the first Monday OF October of
each year. All elections for directors shall
be by ballot and each stocKholder shall be
entitled TO one vote for each share of stock
standing in his name or the books of the
corporation, this vote to be cast in person or
by proxy, and IT shall require a majority of
stock present or represented to elect. The
failure 10 elect the board of directors on the
hrst Monday OF October rh each and every
succeeding year shall not work the forfeiture
Of this charter, but the old board of directors
shall remain IN office until their successors
have been elected and have qualified.
Article Nl.-The board of directors shall
hold regular meetings at stated intervals at
such time shall be fixed by 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 or when requested to do
SO by any two members OF the board of di-
rectors Three days notice of such special
meetings shall be given in writing to the
directors unless waiver OF notice is signed
by the directors. Any vacancy occurring
on the board, either from death, resignation
or otherwise, shall be flle1 by the board of
directors. The first board of directors of this
corporation shall be required to draft suit
able bylaws for the government and man.
agement OF this corporation, which may be
altered, amended or chaaged as the exigen-
cies of the same may require.
Article NII-The officers OF this corpora
ton shall consist of president and a sec.
retary-treasurer, all of whom shall be stock
holders and members "a the board of di-
rectors. Until the board OF directors 10 be
elected on the first Monday Of October, 1917,
Sndli OlncrWlSe eject, the tOllOWing named
persons shall constitute the officers of this
corporation: Benjamin Dreyfus, president
whose address is l705 S,dtc street, New Or
leans, La; Alex +. Dreyfus, secretary treas.
urer, H05 State street, New Orleans, La, and ,
Moses Beer, 1913 Dufossat street, New Or.
leans, La.
Article VITI.-This charter may be modi. |
ned, altered amended, the capital stock !
thereof increased or decreased or the cor |
poration may be dissolved with the assent |
of three -fOurths of the stock present or rep |
resented at a general special meeting of |
the stockholders held for such purpose, after |
thirty 800 days prior notice in writing TO |
each stakeholder or mailed to him at his |
LEGATION in daily newspaper published in the |
city of New Orleans, and upon complying |
with the law in such cases made and pro- |
vided
At the expiration of this charter or the |
earlier dissolution of this corporation, its |
affairs shall be liqudated by two commits
SiOners TO be elected by the stockholders, |
all of whom shall holu stock in said com
pany, and said commissioners are hereby |
vested with full power and authority to sell !
any and all assets and property, real, per-
sonal and mixed, of this corporation and to |
convey full and complere title thereto and |
to do and perform all acts essential to a full
and complete liquidation of this corporation,
and to distribute the proceeds, if any, as |
directed by a special meeting of the stock
holders of the corporation convened for the !
purpose after due notice as provided for
herein.
In the event of the death, resignation or
inability to serve of one more of the COM
nissioners the survivor shall continue to act |
and be likewise vested with all the powers