The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-28
CHARTER

State. Of Louisiana, Parish OF Orleans. Cit,
of New Orleans.
BE il known, that on this the 18th day o
the month OF December in the wear OF on
Lord one thousand nine hundred and six
teen, before me, James Chappell Meuefee
a notary public, duly commissioned and quail
ihed in and for the city and parish afore
SAID, therein residing, and in the presence
| Of the witnesses hereinafter named and un
! derSigned, personally came and appeared III,
| several persons whose names are hereunti
| subscribed. and who severaly declared that
| avallIng themselves Of the provisions of the
| lawns OF the State Of Louisiana relative Il
the formation Of corporations and more par,
! rcularly to Act 267 of the legislative acts
Of the General Assembly Of the State OF
! Louisiana for the year 1914, approved July y
! 1914, they have covenanted and agreed, and
| DO by these presents covenant and agree and
| bind themselves, well as such other per.
! sons as may hereinafter become associate d
! with them 10 constitute and form corpo-
| ration and body polite in law for the OBJ
| Jects and purposes and under the terms, arti-
cles and Stipulations following, to-wit:
Article 1.-The name and title Of this cor
| pOration shall be Powell Motor Co, Inc, "
| and by that corporate name, it shall have
| and ENJOY succession for a period Of ninety
| nine ty9) years, and shall have all of the
| authorities generally vested in corporations
under the law and more particularly author
lzed to contract sue and be sued to make
and use a corporate seal; TO make and issue
! bonds and notes; to borrow and lend money /;
TO acquire property by grant, gift, purchase
and 20 devise or 1eQuest; to sell, mortgage,
pledge, lease and transfer property in any
o. ITS forms; to employ agents, clerks or
superintendent and other employees as the
interest Of the company may require; TO
make bylaws, rules and regulations for the
management OF lis affairs, and to possess
all Of the powers granted and intended TO
be granted to corporations IN general, and
IN order to carry out the objects and pur-
poses Of its organization.
Article 1.-THE domicile Of this corpora
non shall be in the city Of New Orleans,
Parish OF Orleans, State OF Louisiana. and
all citations or other legal process shall be
served upon the president, or in his alb
Sence upon the vice-president
Article III.-The objects and purposes for
which this corporation. is formed and the ma
,ure OF the business to be carried on by il
are hereby declared to be:
To buy sell, lease, store, repair and 9th
eTwlse deal in automobiles, motor trucks
tractors and motor vehicles OF all descriptions
| ana their parts, equipment, accessories sup
pies and appurtenanCes; TO operate a gar
age; TO buy and sell gasoline and all kinds
OF oil, grease and the like; to manufacture
and sell automobile tops, bodies and other
| automobile parts; and generally TO do any
| and all things appertaining to. growing out
OF and relating to the nature OF the aforesaid
objects and purposes
Article IV.-The total authorized capital
stock OF the corporation is five thousand dol
lars lSa,UnOO), divided into FIVE hundred
500 shares Of the par value OF ten dollars
$1,000 each. Of such total authorized cap
III stock, one hundred 900 shares amount
ing 10 one thousand (Sl,OOOOOJ dollars, shall
be preferred stock, and four hundred (4OO
shares, amounting to four thousand dollars
lS4,UCOUO) shall be common stock. From time
TO time, the preferred stock and the COM
mon stock may be increased according to
law and may be issued in such amounts and
proportions as shall be determined by the
BOARD OF directors, and may be permitted
by law. The holder of the preferred stock
shall be entitled 10 receive when and as
declared, from the surplus or net profits OF
the corporation, yearly dividends at rate
Oh seven per centum per annum; and no more,
payable annually. The dividends on the
preferred stock shall be cumulative and
shall be payable before any dividend on
the common stock shall be paid or set apart;
ing TO seven per cent, shall not have been
paid thereon, the deficiency shall be pava-
bic before any dividends shall be paid upon
or set apart for the common stock. When
ever all cumulative dividends on the pre-
TERED stock for all previous years shall
have been declared, and shall have become
payable and the accrued dividends for the
current year shall have been declared and
the company shall have paid such cumula.
tive dividends for previous years, and such
accrued dividends, or shall have set aside
from ITS surplus or net profits a sum sufi-
cient for the payment thereof. the board of
mon stock, payable then or thereafter out
OF any remaining surplus or net profits In
the event OF any liquidation or dissolution
or winding up whether voluntary invol-
untary) OF the corporation, the holders OF
the preferred stock shall be entitled to be
paid IN full both the par amount of their
shares, and the unpaid dividends accrued
thereon, before any amount shall be paid
to the holders of common stock; and after
the payment to the holders of the preferred
stock OF its par value, and the unpaid &C
crued dividends thereon, the remaining as
sets and funds shall be divided and paid
to the holders of the common stock accord.
ing TO their respective shares.
The capital stock of this corporation NAV
be increased to hundred thousand dol.
lars (Sl0OO000O.
No transfer of stock shall be admitted or
held to be valid or binding, so far as the
company is concerned, unless made upon
the books of the company. No sale Of stock
shall be valid unless such sale is accompa-
MED by written certificate signed by the
president or vice-presdent and secretary
treasurer of the company, to the effect that
said stock is offered to the remaining direc-
tors through the board of directors at its
book value for period of ten days and they
have failed or declined to purchase same.
Said corporation may and it hereby re-
serves the right to purchase, redeem. retire |
and cancel any and all all of the then |
outstanding preferred stock of the corpora |
ton at any time after August IS, 1917, in
suSH dHOunls from time 10 time and IN such
manner as the board of directors may de- |
termine, by paying to the respective holders
OF the stock so retired, or by depositing TO
their order at the Office of the company, a |
sum or sums equal to the par value of the |
preferred stock so retired and cancelled, to- |
gether with all accumulated and unpaid div |
idends thereon, if any. In case of such de. /
posit, written notice thereof shall forthwith /
be given TO the respective holders of the /
stock so retired and cancelled by mailing |
such notice to such holders at their last
known place of abode or business, if shown /
by the corporate record
Article V-No stakeholder shall ever be
held personally liable for the faults or con-
tracts of said corporation in any further
sum than the unpaid balance due to the
the shares owned by him,
nor shall any mere informality have the
effect of rendering the charter null, or of
exposing any stakeholder to any personal |
liability beyond the unpaid balance due on /
his stock.
Article VI.-All the corporate powers of /
this corporation not reserved by law to the
shall be vested in and exer-
cised by board of directors to be COM
posed Of not less than three stockholders nor
more than FIVE, holding common stock, ma
lority of those elected shall constitute a quo
rum to transact business. The directors
shall be elected annually by ballot by the
holders OF common stock, at meeting con-
vened for that purpose after fifteen DAYS |
written not e to each stakeholder mailed TO |
his last address as per the books of the
corporation. The preferred stock shall have
no voting power.
The directors at their first meeting and at
each annual meeting shall elect from their
number president, a vice-president, a sec
:.