The herald., 1916-11-02


president of said corporation or in the even;
of his absence or inability to act from any
cause whatever, upon the secretary and treas
urer.
Article, III.-The objects and purposes for
which this corporation is established and
the business to be carried on by it are
hereby declared to be the spinning, weaving
knitting, and dyeing or manufacturing in any
form, cotton, or other fbrous material.
Article lV.-The capital stock of this cor
poration is hereby fixed at the sum of one
hundred thousand dollars (SlOO,OOOO0). to be
divided into one thousand shares of $1,000
each, to be paid for by the subscribers there.
10 by money or property or labor done at
capital stock may be increased to the sum
OF one hundred thousand dollars (SlOOOOO.0O)
additional.
Article Y.-All the corporate powers, save
those hereinafter reserved. shall be vested in
and exercised by a board of directors COM
posed OF FIVE stockholders, three of whom
shall constitute quorum. Vacancies therein
may be filled by the remaining directors I'm.
til a successor is duly elected. Said board
shall remain in office until its successor is
elected and qualified in due course.
The board shall elect from among its men,
6ers a president, one more vice-presi-
dents and secretary-treasurer of said corpo-
ration, but the latter Office may be filled by
non-director or non-Stockhalder. These
offices shall be held at the pleasure of the
stockholders, who shall always have the
any or all of the officers of the corporation.
The board of directors shall have the power
TO employ and discharge at pleasure all
clerks, agents or other employees and to fix
the compensation of the same.
Any director unable for any reason to act
or be present at meeting may give his
proxy to another director to act in his place
and stead
The board of directors shall have no power
to lease, sell, mortgage or convey any part
of the operating plant OF the corporation, or
the real property upon which it is situated,
either in whole or in part; nor TO transfer
the assets of the corporation as a whole or to
merge said corporation with any other cor
poration, directly or indirectly. Neither shall
It nix the salaries of the officers of the cor
poration or change the same. The board is
less than one hundred dollars per month and
to change the same at pleasure; provided that
no uniform increase or advance of wages or
compensation or employees as a class or as
a whole shall be granted without the consent
Of the stockholders.
The board of directors shall be elected at
a general meeting of the stockholders to be
held the second Monday of January in each
year, at which meeting any matter of inter
est to the corporation may be discussed and
determined as matter of course and with
out previous notice.
Meetings of the stockholders may be held at
any time on call of any of the officers or at
the request of stockholders owning ten shares
or more.
Article VI-The following powers are ex-
pressly reserved to the stockholders 10 be
exercised by them as follows, to-wit: the
right to merge, amalgamate or combine the
corporation with other corporations; to sell
the corporation assets as a whole or TO lease,
sell or mortgage the property or plant of the
corporation, either IN whole or in part; TO nix
salaries of the officers or the corporation
to control any uniform or general increase of
salaries of employees; to control the policy
of the board of directors and the officers of
h. raNNA aVnA sNat
stock.
Any or all the things herein reserved may
be done and performed by the stockholders
in meeting assembled and provided ninety per
cent OF the stock issued and outstanding
shall agree to the same.
Elections for board of directors and all
other actions of the stockholders shall be
valid only when evidenced by the same vote
all meetings of stockholders shall be given
in writing in the manner provided by law.
All elections shall be by ballot, each share
being entitled to one vote to be cast in
person or BY written proxy, or by letter
Any and all notices prescribed by this
charter or by the law for meetings of direc-
tors or stockholders or otherwise may be
waived by the unanimous consent in writing
of all the directors or stockholders, as the
case may be.
Article VII.-No stakeholder shall ever be
held liable or responsible for. the contracts
sum than the unpaid balance due the COM
pany on the shares of stock owned by him,
nor shall any mere informality in organiza-
ton have the effect of rendering this charter
null, or of exposing any stakeholder to any
liability beyond the unpaid balance due him.
Article VIII.-This corporation shall have
the right to contract, sue and be sued, to
make and use a corporate seal, and the same
lease, purchase. and convey, as we'll as mort
gage and hypothecate under its corporate
name property. both real and personal or
mixed; to effect loans, issue bonds, notes
name and appoint such officers, managers,
directors and agents as the interest and
of said corporation may require,
and to make and establish such bylaws,
rules and regulations for the proper man;
agement and regulations of the affairs of
said corporation as may be necessary and
proper and the same to change or alter at
pleasure. And to do all such acts and
things as may be proper to carry out the
Article IX.-This act of incorporation may
be changed, modified or altered or the cap
ital stock increased or decreased IN the man:
ner and form prescribed by law at general
meeting convened for that purpose after If
teen days notice mailed by the secretary
treasurer to the last known residence of each
stockholder, or delivered by him in person;
provided that ninety per cent of the entire
stock issued and outstanding consent to said
Article X.-Whenever this corporation Is
dissolved, either by limitation or from any
other cause, its affairs shall be liquidated by
two commissioners selected from among the
stockholders at a general or special meet
ing of the stockholders after fifteen days
written notice mailed by the secretary to
the last known residence of every stock
holder, or delivered by said secretary in per-
son. Said commissioners TO be chosen by q
majority vote of the stock cast at said meet
ing by the owners thereof as they appear on
the books of the company, at the date of said
meeting, in person or by proxy, each share
of stock being entitled TO one vote. In the
event of the death or Inability or failure of
either of said commissioners to act, the re-
manning commissioner shall liquidate the af-
fairs Of the corporation.
Thus done. and passed at my. Office In
the city of New Orleans, on the day, month
and year first above written, in the presence
Of Edward Macquillan and Leo L. Dubourg,
witnesses of lawful age and resi-.
dents of this city, who have signed their
names hereto with said appearers and me,
notary, after due reading Of the whole.
Signed: Sig. Kohlmann, w. L. Landau, A.
K. Landau, Edward Maequillan. Leo. L. Du-
HENRY P. DART, JR., Notary Public.
I, the undersigned, recorder of mortgages,
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act Of
of the Kohlmann Cotton Mill
& Mrfg. Co. was this day duly recorded In
my Office in book l2ol, folio 26s. New Orleans,