The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-14

] have power and authority 20 contract she
/ and oc sued 10 accept and receive mortgages.
/ pledges, or other hyppthccatIou,: 10 make and
J use e corporate seal, and the same To- break
I and alter At pleasure: to purchase, receive.
[ lease, mold, or otherwise acquire and convey
] as well a. mortgage and hypDthera.p llnIr-
/ ats corporate name, property both real and
] personal and mixed: 90 borrow money and
! make and issue bonds and other evidences
81 DEBT, and to secure the same by mortgage
! 'r Otherwise: 10 name and appoint such man.
/ ayers and directors, officers and agents. as
/ the interest and convenience Of said corpo-
ration may require; and 10 make and eStab-
! lish, as well as alter and amend at pleasure
such bylaws, rules and POPULATIONS for the
management and regulation OF the affairs OF
! the corporation As may be ncceSs2~y, proper
! or convenient.
/ Article 1.-THE domicile Of this corpora
/ ton shall be III the city OF New Orleans
| and ali citations or other legal process shall
/ be served upon the president OF the corpora
| tlon or IN his absence, upon the vice-presi-
| dent.
Article III.-The objects and purposes for
| which this corporation is establshe and the
nature OF the business TO be carried on by it.
| are declared and specified TO be: 10 buy, SELL
deaI IN lease; store and repair automobiles
! and motor vehicles OF all description. and
| their parts, accessories and supplies therefor
and appurtenances thereto, for its own &C
count and as agent for others; to operate au-
| tompbile garages, and to manufacture auto
| mobiles, automobile tops, bodies, and other
| automobile parts, supplies, accessories and
| appurtenanceS.
Article N.--The capital stock of this cor
! poration is hereby fixed at ten thousand
! (SlO.OOOOO) dollars, divided into and repre-
scented by one hundred 600 shares of the
| par value of one hundred (SlOOOM dollars
| each, which shall be paid for in cash, or may
| be issued, al not less than par, for property
actually received or services actually rem
| dered TO the corporation. This capital stock
may be increased 10 the of hundred
| thousand dollars (SlOO,OOOOO). All stock shall
he tran fer al 10 only he hnnly ~ sha
company and in accordance with its bylaws
and regulations.
| Article V.-All the powers of this corpora
I ton shall be vested in and exercised by a
not less than three 90 directors, who shall
elect from their number a president, a vice
presIdent-treasuTer and a secretary. The said
board Of directors shall be elected annually
| on the second Monday of each year, the first
| election to be held in the year 1917. All such
elections shall be by ballot, at the office Of
I the corporation. Notice OF annual meetings,
| as we'll as Of special meetings of stockhold
| ers, shall be given by written notice mailed
/ ten days in advance of the date fixed for such
meeting, TO each stakeholder appearing as
such on the books of the company, at his last
designated address, or az the General De-
| livery at New Orleans. If he has ,not desig-
| mated an address. Each shareholder is enti-
| tied TO one vote for each share OF stock
| standing in his name the books of the
company, said vote to be cast in person or
| by proxy, and the majority OF votes cast
| shall elect. The board of directors shall
have the power to fill all vacancies which
| may occur on the board. even though no quo
| rum remain at the time such vacancies are
| to be filled. Failure to elect directors on
! the day above specified shall not dissolve
the corporation, but the directors then in
office shall remain in office until their sue.
| cessors are elected. The directors may elect
| such other officers as they deem necessary
or convenient for the carrying on OF the com
| pany's business. and shall have power to
unite two or more Offices and to confer the
same upon one person, or to dispense with
| any office in its discretion. The board OF
| directors shall also have power to make and
establish, well as alter and amend, al,
| bylaws, rules and regulations necessary and
proper for the support and management. OF
| the affairs and business of the corporation
| and not inconsistent with its charter; pro-
| yided, that the salaries of officers shall be
fixed only with the consent and approval OF
| eighty (80G1) per cent of the stockholders
| Two (2) directors shall constitute quorum
| for the transaction of business. At any
| meeting of the board of directors, any direc-
| tor absent from the meeting may be repre-
sented by any other director, who may cast
the vote of the absent director according 10
| the written instructions of said absent direc-
tor. Until the annual meeting in l9l7, the
| board of directors shall consist OF the follow
| ing: John b. Ferguson, whose post-ofhce ad-
dress is 14SO State street. New Orleans, La: ;
| Philip f. Baugh. whose post-othce address Is
| l444 State street New Orleans, La; and Julian
Herndon, whose post-office address rs i444
|
| F, Baugh as president John r. Ferguson as
vice-president- treasurer and Julian Herndon
| as secretary.
| Article VI-This act of incorporation may
| be modified changed or amended, or this cor
poration may be dissolved in the manner
| provided by law by vote OF two-thrds (Z-SI
| Of the entire outstanding capital STOCK OF
| all classes, present or represented, az gen
eral meeting of the stockholders convene, ,II
| such purpose, after previous notice shaIi
have been given in the manner ABOVE re-
| ouired to be given of the annual meeting
| OF the corporation. The capital stock OF inc
| corporation may be increased or decreased
Inv proceedings in accordance with the laws
of the State OF Louisiana.
| Article Wifi this corporation snail pc
! dissolved either by Limitation or from any
other cause, its affairs shall be liquidated oy
| three (3) commissioners. to be appointed az
I the meeting of stockholders convened tor the
| purpose of liquidation, and to be elected oy
| The vote of all the stockholders voting upon
parity. Said l9uidators sna d rernorat;on
shall have been fully settled ana hquiIHateu,
and they shall have full power and authority
| 10 transfer and give title to all the properly
bmte the proceeds. In case of the death,
| disability or resignation OF one or more
| liuuidators, the vacancy shall be hlled Oy
| the survivor or Survivors
| Article VIII-No stockholder shall ever De
held liable or responsible for the contracts
| or faults of said corporation IN any iurln 's
S,,m than the unpaid balance due on the
| shares of stock owned by him, nor SnaII any ny
| mere informality in organization nave 'ne
| effect of rendering this charter null. o! OIL
| exposing any stakeholder TO any haoiii'y
bevond the amount due on his stock.
| One-haIf CDy) Of the authorized capital stock
! of this corporation is subscribed Tor al tn1
| time of the execution of this Charter vas W..
appear by the signatures OF the suoseiloe
| 10 this instrument, serving as the originsl
s so s Tst), and ono. half ca, Of the
| amounts subscribed for has been PAID IN In
! cash, at the execution hereof
Thus done and passed, at my Office, IN me
| city of New Orleans, on the day month anq
| wear first above written in the presence OF
| Monte M. Lemann and ST. John Ferret, com
| netent witnesses, who have hereunto SUD
| scribed their names together with me, notary,
and said appearers, after due reading Oh inc
| whole.
Original signed: Names of subscribers
| omitted.
Witnesses: Monte NJ. Lemann St. John
Perret.
WATTS x. LEvERICH, Not Pub.
7 the undersigned recorder of mortgages
;,'and for the parish of Orleans, State OF
| louisiana, do hereby certify that tne soove
! ND forsgoinq act of incorporation OF the
New Orleans Motor Company, lnc.' was IN, mi
day duly recorded in my ONCE, IN oo sos. L"i'
folio -. New Orleans, August Il, 1910.
(signedD EMILE J. LEONARD, Dy. K
~ 'U' WATTS K. LEvERICH. Not. Pub.