The herald., 1916-10-26

cent. both OF the full age of majority and
residents of this city.
| Herein acting in their respective capaci
ties OF president and secretary Of the Clai
borne Avenue Sash Factory Company, Lin
tied. corporation organized under the law.
Of this State and domiciled in this city. in.
Stituted by an act passed before Rolla A
Iichenor, notary PUBLIC, in this city, on De
cember IS, 1908. recorded i'll Mortgage Office
book 9l2, TO- $50, and amended by another
act passed before said Notary Tichenor on
April 2. 1910. recorded in Mortgage Office
book 984. folio 262.
And the said appearers, acting in their
aforesaid respective capacities, declared that
| meeting of the stockholders of the said
company, held on January S. 1916, as will
more fully appear by reference to the an
nexed certified extract from the minutes
thereof. the charter of the said Claiborne
Avenue Sash Factory Company. dImited,
was amended as hereinafter fully set forth,
and that they, said appearers, were author
| ized and empowered to cause the said amend
| ment to the charter of the said Claiborne
Avenue Sash Factory Company, Limited, to
| be embodied in a Notarial Act.
Now, therefore, in accordance with the said
resolution, they. said appearers acting in
/ their aforesaid respective capacities, have
appeared before the undersigned notary for
, the purpose pS Of placing said amendment to
sash Factory Company, Limited, in authentic
| form by Notarial Act, and hereby declare
that Articles ], ii, III, w, V, VI. VII and
1 o
shall hereafter read as follows. to-wit:
! Article 1.-The name and STYLE of this cor
| poration shall be the Claiborne Avenue Sash
Factory Company, Limited, and under that
| name 1t shall have and enjoy all the rights
| advantages and privileges granted by law TO
| corporations; it shall exist for a period of
| ninety nine years from December Is 1908; il
| shall have power and authority to contract
sue and be sued IN its corporate name; to
| make and use corporate seal, and the same
to break or alter at pleasure; to hold, receive
purchase, convey, mortgage, hypothecate and
pledge property, real. personal mixed; to
| have and employ such managers directors
| officers and other employees as the interest
ana convenience of the said corporation may
| require or demand; and to make and estab-
lish such bylaws, rules and regulations for
| the corporate management and control of
| the business and affair. OF the corporation
as may be deemed necessary or expedient.
| Article 1.-THE domicile of said corpora.
| ton shall be in the city of New Orleans,
State of Louisiana, but it may establish
othceS and agencies throughout the United
| State OF America or foreign countries. All
citations and other legal process shall be
| on the vce-president. In of the alb.
| sence Of both of said officers, then said pro.
ces;; shall be served on the secretary of
Article III.-The objects and purposes for
which this corporation is organized and the
nature OF the business to be carried on by
II are nercDy declared TO be: to deal in,
buy and sell all kinds of lumber, sash,
blinds, furnishings and fixtures as may be
used or necessary in the erection or con-
struction OF buildings; to construct and erect
or contract tor the construction and erection
Of buildings. workshops, and mechanical
plants, and generally, to do and engage in
any other business. undertaking or enter
PRISE connected with, growing out Of, ger
name or incidental to any of the objects
and purposes hereinabove set forth or con-
templated by this charter.
Article lV.-The capital stock of this cor
poration is fixed at the sum of ten thousand
(sl0OOo,O0 dollars, divided into one hundred
tlOOl shares of the par value of one hundred
!slOO.W dollars, each, which shall be paid
for in cash. in installments on the call of
the board of directors, or may be issued at
not less than par for property purchased by
or services actually rendered to said corpo-
ration.
All shares of stock shall be full paid and
non. assesabe. No transfer of stock shall be
binding upon the corporation unless made
upon its books. and all certificates of stock
shall be signed by. such officers as may be
Article V.-All the corporate powers of
this company shall be vested in, and the |
management and control of its business and
affairs shall be exercised by a board of di. |
recfors composed of Eve stockholders, which !
number may be increased to more than |
fifteen at the discretion of the board of d. !
rectors. A majority of the board of direc- |
action of all business. The directors shall !
be elected annually by ballot Of the stock |
holders on the first Wednesday of January |
OF each year. Each stakeholder shall be en- |
titled, in person or By. written proxy. to one |
vote on each share of stock owned by him |
and standing in his name on the books Of the \
corporation All elections shall be held under !
such rules and regulations as may be deter
mined by the board of directors, but after
notice shall have been given in the manner
and form prescribed in Act No. 267 of the |
General Assembly Of the State of Louisiana |
he th,,u a.
shall continue in Office for one year or until |
their successors shall have been elected and |
duly qualified. No failure to hold an cleo |
ton shall be regarded as forfeiture of
this charter. Any vacancy occurring on said |
board of directors shall be filled by the re- |
naming directors for the unexpired term |
The said board of directors shall likewise |
elect the additional members in case they |
should determine to increase the number Of |
the board as hereabove provided for. Said |
board of directors shall, at its first meet |
number a president. a vice-president, Sec |
rotary and a treasurer. II may combine the |
two last mentioned Offices into one and may
even elect a secretary who need not be a
Article Vino stakeholder shall ever be
held liable or responsible for the contract, |
faults or debts of this corporation, nor shall |
any mere informality in its organization have
the effect of rendering this charter null, or
Of exposing a stakeholder to any liability |
beyond the unpaid balance due on the shares
OF stock owned by him.
Article V1I.-This act Of Incorporation may
be changed, modified or altered, or this cor
poration may be dissolved in full accordance
with the terms and provisions of the afore-
said Act No 267 of 1914. In the event Of
the, dissolution Of this corporation by the
expiration of its charter or otherwise, the
stockholders shall elect from among their
number, three liquidators who shall have
full power and authority to settle the bust
ness and affairs of the company In case
of the death or inability Of any Of said COM
missioners, the remaining liquidators or COM
missioners shall appoint successor or sue
cessors to him or them.
Article VIII.-No stakeholder shall sell or
in any manner dispose of the shares Of
stock owned by him in this corporation,
without having first offered the same 20 the
corporation through its board of directors.
in writing. and the said board of directors
shall have the right and privilege of pur-
chasing the same at its book value as es-
tablished by the last preceding inventory,
within thirty days from the date Of said
offer.
Thus done and psssed at my Office in the
City Of New Orleans, on the day, month and
year. herein first above written, in the
presence Of Theodore A. Beck and Edward
Burke, both Of this city, competent witnesses,
who have hereunto signed their names with