The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-28
II III E III E II A LID
ACT OF INCORPORATION
THE CITY SALES AGENCY, INCOE
PORATED.

| leans.
Be it known,that on this 9th day of Sep
TENDER, in the year of our Lord, one thou
| sand nine hundred and sixteen N9l6J and OF
the independence of the United States of
America, the one hundred and fOrty--frst, be-
fore me, Joseph Sinai, notary public in
| 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 hereinafter subscribed, OF full age
| Of majority, who declared 20 me that avail
| ing themselves of the laws OF this state rela-
| tive to the organization Of corporations, par
| ticularly Act No. 267 OF the session of the
| General Assembly of the State of Louisiana
J for the year 1914, page S2l, they have coven-
antcd 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 stipulatons hereinafter set
Article The name and title of the cor
poration shall be City Sales Agency, In
| oorporated,' and under such title it shall
| have and enjoy succession and existence for
| a period of ninety-nine years from date
hereof; it shall have the power and authority
| to contract, sue and be sued, and to make
| and use a corporate seal, the same 10 break
| and alter at its pleasure; to hold, 10 puT-
! chase, lease, sell, mortgage or hypothecate
| or pledge property, real, personal or mixed,
| necessary. incidental or proper Tor the carry
/
| 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.
Article 1.-THE domcie Of the corpora
Parish of Orleans, State Of Louisiana, where
all citation and other legal process shall be
| served upon the president or. in his absence,
upon the secretary-treasurer.
Article lll-1he objek- and purposes for
which this corporation is organized and the
| nature of the business 10 be carried by
it 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 for the purpose OF pIoPelllng cars,
| carriages, wagons, trucks and vehicles of
every kind, character and description; and
| also to manufacture, buy, sell, import, export
! and generally deal in machinery Of all kinds
and 70 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 similar line OF bust
ness.
Article IV-The capital stock of this cor
poratiOn Is hereby fixed at the sum Of FIVE
thousand (S5,OOOOO) dollars, divided into one
| $4,000 dollars ecah, to be paid for in cash
or its equivalent in property. No certificate
OF stock shall be delivered issued unless
II is fully paid for, or for property pur-
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 to any liability whatsoever, other than
above; nor shall the stock be subject to as
Sessments. The corporation shall begin TO
do business and to be a going concern as
soon as two thousand five hundred ($2,S0oD
dollars of the capital STOCK has been sub
scribed and paid for.
Article Van the corporate powers of this
| corporation shall be vested in and exercised
| by a board OF directors to be composed OF
| three 90 stockholders, two of whom shall
constitute 4 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 the first Monday OF October of
| each year. All elections for directors shall
| be by ballot and each srocKhOlder shall be
entitled to one vote for each share OF stock
| standing o
| corporation, this vote TO be cast in person or
| by proxy, and II shall require majority of
stock present or represented to elect. The
failure to elect the board OF directors on the
first Monday of October I,I 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 NI.-The board of directors shall
| hold regular meetings at stated intervals at
| such time as shall be fixed by the bylaws
| Of this corporation. These meetings shall be
| held at the domicile of the corporation, but
| the board of directors al such times 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 10 the
directors unless a 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 chasged as the exigen-
| cies of the same may require.
| Article VlI.-The officers of this corpora
| ton Shall consist OF a president and Sec
| rotary treasurer, all of whom shall be stock
holders and members .. the board OF di-
rectors. Until the board OF directors 10 be
elected on the first Monday of October, 1917,
| shall otherwise elect, the following named
L
corporation: Benjamin Dreyfus, president,
whose address is l705 Slate street, New Or
| leans, La; Alex F. Dreyfus, secretarytr treas
urer, 1705 State street, New Orleans, La, and
Moses Beer, 1913 Dufossat street, New Or
| leans, La.
| Article VIII.-This charter may be mod-
| fed, altered or 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 rep
| resented at a general or special meeting OF
the stockholders held for such purpose, after
thirty (50 days prior notice in writing to
each stakeholder, or mailed to him at his
| last known post office address and after pub
| LEGATION in daily newspaper published in the
| city Of New Orleans, and upon complying
with the law in such cases made and pro-
| vded.
At the expiration of THIS charter or the
| earlier dissolution of this corporation, its
| affairs shall be liquidated by two commits
! sioners to be elected by the stockholders,
| all of whom shall holo 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 complete title thereto and
| to do and perform all acts essential to full
and complete liquidation of this corporation,
| and to distribute the proceeds, if any, as
| directed by 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
missioners, the survivor shall continue to act