The herald. [volume] (New Orleans, La.) 1905-1953, 1916-03-30
CHARTER
or FAlRClllLD MOTOR CAR COMPANY
INCORPORATED

l. | sixteen. ore .Ds
tiai'SiN T. burns. notary public in an
o tor The parish Of Orleans. State OF Ior,is;ar-
n duly commissioned and qualified. and in tn
presence Of the undersigned Witnesses, Der
: s'"Aliy came and appeared the several Der
| sons whose names are hereinafter subscribed
OF the iuil age Of majority, Who declared L
= ne mat avau!ng themselves Of the law, O
| ms state relative to the organization a
h corporations, and more especially of A.
o @, Of the Acts Of 1914, page 81, Of the ,egis
| latiFe acts OF this state, they have core
:. IA". Iluland agreed and by these presents
20 covenant and agree for themselves an,
y 'hTir successors and assigns TO form them
4 StNe. I'M" corporation and body polite
ioI me objects and purposes and under tn,
N'liuld.ionS hereinafter set forth, to.wit:
Article The name and title of this cor
. p'Tduon shall be FalrChild Motor Car Com.
pany' Incorporated, and under such title If
N1alI have and enjoy succession for a period
81 ninety.nlne years from date hereof and
snail have power and authority TO contract
sue and be sued make and use a corporate
sal me same to break and alter al pleas
uTt; to hold. sell, lease, mortgage, hypothe.
Sale or pledge property, real, personal or
WiNed' necessary incidental proper for the
laying on OF ITS business; to buy and to
mold stock IN any other company or com
PaiieS mat may assist this company in its
OBJECTS and purposes; 20 make and issue
notes ana certificates Of Indebtedness: 10
| name, elect and appoint managers directors
! and clerks or other EMPLOYEES TO proneriv
| conduct ITS corporate business and TO make
suIH bylaws, rules and regulations as may
| ~ ''-'-'4 necessary or desirable the man
| aEthtnt and business affairs Of this corpo-
| ration, and generally to do every other act
| matter or thing necessary for the complete
| ana proper carrying out OF said business.
| Article 1.-The dOmICIle of this CORPORA
| ton shall be in the city OF New Orleans.
| f%TSh OF Orleans, State of louisiana where
! all CITATION and other legal process shall be
| served upon the president, or in the absence
| OF the president, upon the vice-presidcnt. or
| In the absence Of both upon the secretary
AF'iCLe 1.-The OBJECTS and purposes of
| stated 70 be: To buy. sell, lease. repair and
generally deal in automobiles, other motor
driven vehicles, bicycles and automobile and
6icyc!e supplies and all other business Incl.
dental to the retail and wholesale automobile
and bicycle business; to promote and assist
financially any person, firm corporation
esn.igased in the business of selling automo.
OIles and other motor-driven vehicles AZ
retail or wholesale. And generally 10 do
any and all other acts and exercise any and
al other powers necessary or proper TO at.
tam and further any OIL the foregoing objects
Article IV.--The capital stock of this cor
poratlon Is hereby fixed at the sum of
twenty thousand ,S2o,00OOO dollars, divided
value OF one hundred (SlOOOW dollars each. |
provided that the amount TO which the cap
taI stock OF this corporation may be in
OO0OO) dollars.
Fifty per cent of the capital stock of this
corporation must be subscribed for before the |
Hllils OF lllt articles OF incorporation. The |
subscribed capital stock Of this corporation
snail be payable in cash, property, real or
dered
No stakeholder 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
on the shares Of stock subscribed for by
him, shall any mere informalitv in the |
organization have the effect Of rendering this
charter null or OF exposing any shareholder
TO any liability whatsoever
This corporation shall not engage in bust
ness until ten thousand (SlO.OOOOO) dollars OF
the capital stock shall have been issued and
actually paid IN, either in cash. property or
OF this corporation is exchanged, in whole or
IN part, for property or good will, in that
event the provisions of Section three CD of
Act :" Of 1914 shall be strictly complied :
with.
Article V.-All the corporate powers of this
corporation shall be vested in and exercised
by a board of directors composed of four C4)
stockholders, each of whom shall own, in
ms own right, during his term of office, at ! |
east one full-paid and urpedged share of
he capital stock, which shall be shown by
Constitute quorum for the transaction Of l.
business. IL
The officers of this corporation shall con- 5
1St Of a president, vice-presideut secretary q
md treasurer, all Of whom shall be members n
Il the board Of directors. The offices of sec. Il
etary and treasurer may be held, if de- )
ited, by one ana the same person. "
The following named persons shall consti- p
ute the board of directors OF this corpora 81
ion, to-wit: Charles +. IIarde, Edmund IL "
,airchlld Edward R. Greenlaw and J. Viii s.
resident, Edward X. Greenlaw as vice h
resident, and Edmond II. Fairchild as secre- ii
iry and treasurer, and these directors and p
Ulcers shall serve until the second Monday bl
1 March, 1917, or until their successors have 70
cen duly elected and qualified. lth
Thereafter the directors shall be elected as
nnualy on the second Monday in March of he
lch year, beginning with the year 1917 all or
lection of directors shall be by ballot and TO
lch stakeholder shall be entitled TO one vote co
" each share Of stock standing in his name in
I the books of the corporation, this vote
be cast IN person or by proxy, and it po
rail- require a majority of the stock present ca
represented 10 elect. un
Failure to elect a board of directors on La
e second Monday in March, 1917, or annu- til
ly thereafter, shall not work a forfeiture ex
this charter, but the old board of direc- nj
rs shall remain in Office until their success da
RS are elected and qualified. DO
Article VI.-The board OF directors shall or
i'd regular meetings at such times as shall dis
fixed in the bylaws of this corporation. | tn,
lese meetings shall be held at the domi- XII
e Of the corporation, but the president may or
II special meetings of the board of direc- Jec
rs at such times as he may deem advisable, by
d he shall be required TO call such spe- boz
al meetings, whenever requested 10 do so IL
three membrs Of the board Of directors for
Tree days notice of such special meetings del
all be given in writing to the directors pie
less waiver OF notice is signed by the d. in
,tors. Any vacancy occurring on the board ma
her from death, resignation, or inability the
serve shall be filled by the board Of d. 9th
,tors, at its next regular meeting after be
On vacancy shall have occurred. The first ito
ard Of directors Of this corporation shall be ma
Iuired to draft suitable bylaws for the en-
yernment of this corporation, which may ma
altered, amended or changed as the ext hay
rcieS Of the case may require. anC
Article NII.-The stock Of this corporation est
~ be transferred, provided such transfer nc
all be recorded upon the books Of the cor aS
ration before il shall be required 10 recog- pro
e the transfer or the new holder OF said AFT;
ck. The total amount Of the subscribed snc
ck, as herein set forth, is the sum of anc
enty thousand (s20,OOOOO) dollars, which IS sol
-eby authorized 10 be issued fully paid ma
4 non-aSsessable, for cash. or in exchange Sta
property or services, according TO law. | arc
at, save as hereinafter provided, no share for
interest in the mpany shall at any time yes
transferred 10 any person not already a por
so long as any shareholder is ma
ling 20 purchase said share or interest era
the prescribed price That in order to as leg
tain whether any shareholder is willing and
purchase any such share or interest, the unC
son. whether shareholder OF the COM and
ny or not, proposing TO transfer the same, OF
-einafter called the retiring shareholder" Isia
III give notice in writing TO the company A
Il he desires 20 transfer the same, and sha
n notice shall constitute the company his Orl
mt for the sale of the share Or other in OF
est to any shareholder OF the company at its