The herald. [volume] (New Orleans, La.) 1905-1953, 1916-08-31

which electrodes is secret and known solely
to the said George Vincent Frye.
Said assignment shall be further evidenced
and supplemented by contract between the
corporation and the said George Vincent
Frye, providing and STIMULATING for the de-
posit of said process, formula, method, in
safety deposit vault in some bank in the
city of New Orleans, which contract has al
ready been submitted to and approved by
the said Frye and the Board of Directors Of
this corporation.
And it is further understood that at the
termination Of this corporation, whether by
limitation, by voluntary or involuntary dis
solution, for whatever cause, that no fur
ther rights to the said "Frye's Process" and
secret electrodes shall remain in this cor
poration, or in any of its stockholders or
are granted to it as above set forth, shall
at once revert and become vested in the said
George Vincent Frye, his heirs or assigns.
And the said A. Franklin Pugh, George
lor and J. Clifford Lyons, comprising all of
the members Of the board of directors of this
corporation, in accordance with the require
ments of Act 267 of 1914, of the Legislature
OF the State of Louisiana, do hereby value
and appraise the right of use to said pro-
cess, formula or method and electrodes at the
valuation of fortyseven thousand FIVE hun
dred ga, $4,000 dollars.
The capital stock of this corporation may
be increased to one hundred thousand (Sl00,-
0O00O dollars.
Article V.-All the powers of this corpora
ton shall be vested in and be exercised by
board of directors composed of five stock
holders, to be elected each year by the stock
holders at their annual meeting; each direc-
tor shall be bona fide stockholder, and the
first board of directors shall serve until the
election to be held on the first Tuesday in
February, 1917, and until their successors
are elected and qualified. which board, with
their post Office addresses, is as follows:
4. Franklin Pugh, s24 Gravier st. New
Orleans, La, who shall be president; George
Vincent Frye, 17 N. Rendon ST., New Or
and general manager; Oswald Ogden, 5ls
Walnut street, New Orleans, La, who shall
be End vice-president; Ernest ]. Taylor, s24
Gravier street, New Orleans, La, who shall
Clifford Lyons, s24 Graver street, New Or
leans, La, who shall be treasurer.
On the LIST Tuesday in February, 1917, and
annually thereafter, except when such day
shall fall on a, legal holiday, then upon the
e eTx Sss LAY Sy as ST x. e1. sh
year, the board already installed to continue
to hold over until their successors are elected
and qualified.
The board of directors 50 elected shall Sc
leet fiom their own number the officers of
the corporation, who shall be president, LIST
vice president, who may or may not be gen.
eral manager, a End vice-president, a treas
urer. and a secretary, who may be assistant
treasurer.
The Office of the secretary and treasurer
may be held by one and the same person as
secretary treasurer, as may be determined
by the board.
The election of directors shall be by ballot,
and the persons receiving the largest number
Of votes shall be declared elected. For elect
ing directors or ior any other purpose, each
share of stock. whether present or by proxy,
shall be entitled to one vote. A majority of
the votes cast shall be required to pass any
resolution, or decide any question submitted
to the stockholders, except for the alteration
or amendment of this charter, or the dissolu-
ton of the corporation, as hereinafter pro-
vided.
The said board of directors shall have power
and authority to make all necessary rules
ton and control of the business of the cor
poration, as well as to make all necessary
rules and bylaws, with power TO NIL any
vacancy occurring in their number, or any
vacancy occurring among the officers of the
corporation. A majority Of the directors vot-
ing at any one time, in person or by proxy,
shall be required TO pass any resolution, or
adopt any bylaws, and which, when so adopt
ed, shall become valid corporate acts.
Article VL-Notice of all meetings of stock
holders for electing directors, or for any other
purpose, except as may be hereinafter di-
rected, shall be given in writing by the sec
rotary, 20 be deposited in the mails at least
fifteen days before such meeting, directed to
each stakeholder at his last known address
appearing upon the books of the corporation,
unless said notice is waived in writing by
all the stockholders appearing as such upon
the books.
Article VII.-This act of Incorporation may
be modified, added to, changed or amended.
or this corporation be dissolved by and with
the assent OF the holders of two-t thirds in
amount OF its then entire outstanding stock,
given at a general meeting of the stockhold-
ers TO be convened after fifteen days prior no.
tiee, to be given in one of the daily newspa-
pers published in the city of New Orleans,
in additional 10 the personal notice to each
81 the stockholders, as provided in Article
vi of its charter; and such changes as may
be made in reference to the increase or de-
crease of the capital stock shall be preceded
by such notice, delays and formalities as are
by law enforced