The herald., 1916-12-07

BE it known. that on this 2lst day of the
month of November, in the year OF our
Lord one thousand nine hundred and six
teen, before me, Pierre ID. Olivier, a notary
public duly mmSsioned and qualified in
and for the parish OF Orleans. State of
Louisiana, therein residing and IN the pres
cuce of the witnesses hereinafter named and
undersigned, personally came and appeared
the several persons whose names are here
unto subscribed. who severally declared that
dvaIlIug themselves OF the laws OF the State
Of Louisiana, relative to the organization of
corporations, and especially Act 2o7 OF the
General Assembly for the State OF LOuisi-
ana, for the year 1914, they do by these
presents, for themselves and their success
corporation and body polite in law, for the
purposes and objects, and under the articles
and StipulatIons hereinafter set forth
Article The name of this corporation
shall be: Richardson AeroPlane Corpora
ton. Inc" under which corporate name II
for the term OF nIuety-nlne years, from and
after the date hereof. Ii shall have power
20 sue and be sued. to contract, purchase,
lease. mortgage. pledge. ALLEVIATE, and en-
and generally to exercise all power and
authority connected with the purpose Of its
organization or Incidental thereto. and all
the power and authority conferred on cor
rrratious ny the laws OF this State.
Article 1.-THE purposes for which this
corporation Is organized are TO buy, manu-
iacturc. lease, sell and operate all kinds of
aeroplancs, hydro-aeroplanes and all other
forms of flying machines well as all kinds
Il water-Crait and combinations OF the two;
al machinery. engines and parts Of all kinds
furniture. fixtures, FITTINGS and appurten-
dnces for air and water-Craft and cOmbIua-
tionS OF the two, well all other power
propelled vehicles; to acquire IN full owner
ship and otherwise all domestic and foreign
patents and patent rights under various kinds
and forms OF planes, craft, machinery, en-
Cines and parts OF them. their furniture, fix
lures, fittings and appurtenanCeS; 10 sell
and lease all such patents and patent rights,
on such terms royalties, and for such ter
rtory rs 10 It may seem M and proper;
and generally to do all things necessary
and incident 10 the business OF the corpo-
ration, and il shall have authority TO carry
on all or parts Of its business in other states,
territories and possessions of the United
States, as well as all foreign countries.
Article III.-The domicile of this corpora
Louisiana. Citation Of all legal process, and
other legal notices shall be served upon the
president OF the corporation, and in his alb
sence on the vice-presdent.
Article IV.-The capital stock of this cor
poration is hereby fixed at the sum OF FIVE
hundred thousand dollars ($5OODOOOO. di-
vided nto fifty thousand $4,000 shares of
the par value OF ten dollars $1,000 each
but the corporation shall be a going concern
as soon as two hundred and fifty thousand
dollars (S25OOGG) Of the capital stock has
chen subscribed.
All stock shall be paid for in cash, or by
property, rights transferred to the cor
poration, or by services rendered to II. The
value OF the property or rights transferred,
or services rendered, to be fixed by the
board Of directors; and the said board is
authorized 70 sell the stock of the corpora
ton, payable in installments at such times
and in such amounts the said board may
fix from time to time.
exceeding one million dollars (Sl,0O.OOOO
and the increase in the capital stock may be
preferred common, partly OF one and
partly of the other, and the terms of the
of directors, which may be in existence at
the time of te proposed increase in the cap
ital stock.
Article V.-All the powers of this corpora
tion shall be vested in board of directors
composed of not less than three stockholders !;
and power and authority is hereby vested in
the board OF directors to increase the num-
Der of directors to any number not exceed
ing nine (9); and the said board Of directors
may fill vacancies in their number, however
caused, by election from among the stock
holders.
The said board shall be elected annually,
on the first Tuesday after the first Monday
in the month OF January of each year, except
the first board which is provided for in this
charter.
a
ton of directors each share shall be entitled
to one vote, which may be cast in person or
by written proxy.
The failure to hold such meetings shall
not terminate the corporation, but the Off
GERS then in Office shall hold over until their
successors are elected and qualified.
The first board of directors shall consist
of: F. T. Richardson, whose address isc SOP
WOodlawn Place, New Orleans; Willis II
Cope, whose address is 56l2 Woodlawn Place,
New Orleans; and Marshall ID. Cloyd. whose
address is 1885 Arabella street, New Orleans.
Each. bOard, of directors shall annually
elect from their midst a president, vice
president, treasurer and secretary and it
may combine the office OF treasurer with
that Of the president, vice-president or the
secretary, and it may elect secretary who
need not be a director or stakeholder, but
such secretary cannot be treasurer.
The first president shall be F. T. Richard
son. The first vice-president shall be Willis
II. Cope, who shall also be treasurer, and
the first secretary shall be Marshall d.
Cloyd, and they shall hold office until their
successors are elected and qualified.
Article VI-Not less than fifteen Q) days
notice shall be tgiven for all regular stock
holders meetings, and not less than FIVE
90 days notice for special meetings. The
board of directors shall hold regular and
notice as 10 time which the said board may
fix. All notices of meetings of all kinds shall
be by written notice through the post Office,
addressed to the respective stockholders at
the address given to the secretary by each
stockholder, or the notice may be delivered
by messenger.
Article VII.-This act of Incorporation NAV
be changed, modified or altered or this cor
poration may be dissolved with the assent
OF two-thirds of the stock present or rep
resented at meeting convened for that
purpose.
Article VIII.-No stakeholder shall ever be
held liable or responsible for the contracts
and faults OF said corporation in any further
sum than the unpaid balance due on the
shares of the stock owned by him; nor shall
any mere informality in organization have
the effect OF rendering this charter null or
exposing the stockholders to any liability
beyond the amount of his unpaid stock.
Article IX-Whenever this corporation is
dissolved either by limitation of time, or by
the determination of the stockholders. its
affairs shall be liquidated under the super
VISION of two 2) liquidators, to be appointed
Tor that purpose at a general meeting of
the stockholders convened after ten QO
days notice
AT such meeting TO consider the liquida.
ton OF the corporation, the result shall be de-
termined by the consent of two-thirds of
the stock present or represented at such
meeting. In case of the death or inability
to act OF one of the liquidators, the survivor
shall act alone.
Thus done and passed in my Office in said
city OF New Orleans, on the day, month and
year hrst hereinbefore written in the pres
ence OF Esmond Phelps and Thomas C. Mich.
OILS, yr., both of lawful age and residents
rs,v,,