The herald., 1916-09-28

the b,siress 70 be carried on by it are
hereby declared to be the spinning, weaving
knitting, and dyeing or manufacturing III any
form cotton, or other hbrous material:
Article IN.-The capital stock OF TINS cor
poration is hereby fixed at the sum OF one
hundred thousand dollars (SlOO.0OOOl, 10 DC
divided into one thousand shares Vi si go.
each to be paid for by the subscribers there
10 bv money or property or labor done AZ
the time of the subscription, ana me salu
capital stock may be increased 10 tne 90 So nni
OF one hundred thousand dollars tSioo'oVo'o''
Article V.-All the corporate powers, save
those hereinafter reserved, shall be vested IN
and exercised by board OF directors COM
posed Of five stockholders, three OF whom
Shall constitute a quorum. VACANCIES therein
may be filled by the remaining directors uii,
I'll successor is duly elected. Said board
| shall remain in office until IT'S successor i
| elected and qualified in due course
The board shall elect from among ITS mem
| berS a president, one or more NSe-PftsI'
! dents and secretary-tTeaSurer oil saia C9'Po,
ration, but the latter office may ne MEG Dy
| a uou-dlrcctor Or nOu-Stockhddcr. These
offices shall be held at the pleasure oil the
stockholders, who shall always have the
| right at any meeting to remove or replace
! anv or all OF the officers OF the corporation
| The board of directors shall have the power
to employ and discharge at pleasure an
| clerks, agents or other employees ana 10 hN
| the compensation of the same.
| Any director unable for any reason TO act
| or be present at meeting may give ms
| proxy TO another director to act IN ms place
! and stead
| The board of directors shall have no power
| 10 lease. sell, mortgage or convey any part
| Of the operating plant OF the corporation, OF
| the real property upon when II IS stuatsu,
| either in whole in part; nor 10 transfer
| the assets of the corporation as whole or 10
| merge said corporation with any other cor,
| poration, directly or indirectly. Neither shall
| II fix the salaries Of the officers OF the cor
poration or change the same. The board IS
| given the authority, however, to FIX salaries
| less than one hundred dollars per month and
| 10 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
| wear, at which meeting any matter OF inter
| est to the corporation may be discussed and
| determined a 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
Article VI-The following powers are ex-
! pressly reserved to the stockholders to 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 IN part: 10 TX
| 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
the corporation, and increase the capital
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
,.s15l ,rbar, Iar~eI nv The me
| in favor thereof Fifteen days notice OF
all meetings Of stockholders shall be given
in writing III 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
duly acknowledged.
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
Article Vino stakeholder shall ever be
held liable or responsible for the contracts
or faults Of said corporation in any further
sum than the unpaid balance due the COM
many on the shares OF stock owned by him
nor shall any mere ini0rmality in orEaniza-
tion have the effect OF rendering this charter
null, or Of exposing any stakeholder 10 any
| liability beyond the unpaid balance due him
| Article NIII.-This corporation shall have
| the right 10 contract, sue and be sued, 70
| make and use corporate seal, and the same
to break or alter at pleasure; 10 nOld, receive
| lease, purchase, and convey, as well as mort
gage and hypothecate under its corporate
name property, both real and personal OF
mixed; 10 effect loans, issue bonds, notes
or give and receive the same as security tc
; name and appoint such officers, managers
r directors and agents as the interest and
convenience 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 al
e pleasure. And 70 do all such acts and
things as may be proper to carry out th'
objects and purposes of this corporation.
| Article IN.-This act OF incorporation may
be changed, modified or altered or the cap
ita stock increased or decreased in the man
ner and form prescribed by law at a genera
E meeting convened for that purpose after hf
teen DAYS notice mailed by the secretary
treasurer to the last known residence of eacl
: stakeholder. or delivered by him in person
e provided that ninety per cent of the entir'
stock issued and outstanding consent TO SAT-
: change.
Z Article X-Whenever this corporation j
o dissolved, either by limitation or from an,
e other cause, its affairs shall be liquidated b,
e two commissioners selected from among tn
. stockholders at a general or special meet
4 ing of the stockholders after fifteen days
r written notice mailed by the secretary t
the last known residence of every stock
A holder. or delivered by said secretary in per
A son. Said commissioners TO be chosen by
: majority vote of the stock cast at said meet
i ing by the owners thereof as they appear o
s the books Of the company, at the date of sal
meeting in person or by proxy each shar
n of stock being entitled TO one vote. In III
r event of the death inability failure Q
|. either of said commissioners to act, the re
$ naming commissioner shall liquidate the al
!. fairs of the corporation.
It Thus done and passed at my Office i
: the city of New Orleans, on the day, mont
e and year first above written. in the presenc
= Of Edward Macquillan and Leo L. Dubourt
i competent witnesses of lawful age and res
dents of this city, who have signed the
r names hereto with said appearers and nj
& notary, after due reading of the whole.
d Signed Sig. Kohlmann, w. L. Landau, J
d X. Landau, Edward Macquillan, Leo. L. d.
m bourg.
HENRY P. DART, JR., Notary Public.
/, the undersigned. recorder of mortgage
5 in and for the parish of Orleans, State
"a louisiana. do hereby certify that the act
re Incorporation of the Kohlmann Cotton Mi
li & Mrfg. Co. was this day duly recorded
y my Office in book 120l, folio 265. New Orlean
5 Sept. p, 1916
Or (Signed EMILE. J.. LEONARD, by. R.
n A true copy of the original.
HENRY p DART TR Notary Public