The herald., 1916-08-24

| rom "hh aittr the ddif hereof. and shall
nave power and authority 10 contract, SUI
and be sued; TO accept and receive mortgages
pledges, pr other hyVo;hcCltionS; 70 rake and
| use a corporate seal, and the same to break
ana alt'r Al pleasure; 70 purchase, receive
tease, mold, or otherwise acquire and convey
| As well As mortgage and hypothrcate under
as corporate name. property both real and
| personal ard mixed; 70 borrow money and
make and issue bonds and other evidences
| Of dCot, and 90 secure the same by mortgage
| or otherwise; to name and appoint such man.
ayers and directors, officers and agents as
| thu interest and convenience Of said corpo,
ration may require; and 70 make and rsfab-
I'eh, As well as alter and amend at pleasure
| such bylaws, rules aud regulations for the
management and regulation Of the affairs of
| the corporation as may be necessary, proper
or convenient
Article 1.-THE domcie Of This CORPORA.
ton shall be in the city OF New Orleans.
and all citations or other legal process shall
be served upon the president Of the corpora
ton, or IN his absence, upon the vice.presi-
dent.
Article III.-The objects and purposes for
which this corporation is established, and the
nature OF the business to be carried on by II.
are declared and specified to be: to buy sell.
deal in, lease, store and repair automobiles
and motor vehicles of all description. and
their parts, accessories and supplies therefor
and appurtenances thereto. for its own &C
count and as agent for others; 70 operate au-
tonObile garages, and TO manufacture auto
automobile parts, supplies, accessories and
appurtenances.
Article IV.-The capital stock OF this cor
marathon is hereby fixed at ten thousand
scented by one hundred 900 shares of the
par value of one hundred CSl0OOW dollars
each, which shall be paid for in cash. or may
be issued, at not less than par, Tor property
actually received or services actually rem
dered to the corporation. This capital stock
may be increased 70 the sum of one hundred
thousand dollars (sl00,Oo00O). All stock shall
be transferable only upon the books OF the
company and in accordance with its bylaws
and regulations.
Article V.-All the powers Of this corpora
ton shall be vested in and exercised by a
board composed OF not more than five 81 and
not less than three 90 directors, who shall
elect from their number a president, 4 vice
president-treasurer and a secretary. The said
board of directors shall be elected annually
on the second Monday of each year, the first
election to be held in the year 1917. All such
elections shall be by ballot, at the Office of
the corporation. Notice of annual meetings,
as well Of special meetings OF stockhold-
ers, shall be given by written notice mailed
ten days in advance OF the date fixed for such
meeting to each stockholder appearing as
such on the books of the company, at his last
designated address, AZ the General De.
livery at New Orleans. If he has not desig-
mated an address. Each shareholder is enti-
tied to one vote for each share of stock
standing IN his name on the books of the
company, said vote TO be cast in person or
by proxy. and the majority of votes cast
shall elect The board OF directors shall
have the power 10 fill all vacancies which
may occur on the board even though quo
rum remain at the time such vacancies are
TO be filled. Failure TO elect directors on
the day above specified shall not dissolve
the corporation, but the directors then in
Office shall remain in Office until their sue.
cessors are elected. The directors may elect
such other officers as they deem necessary
forY he on If 10 M
pany's business, and shall have power 10
unite two or more Offices and to confer the
same upon one person, or TO dispense with
any Office in its discretion. The board of
directors shall also have power 10 make and
establish, as well alter and amend, all
by laws, rules and regulations necessary and
proper for the support and management OF
the affairs and business OF the corporation,
and not inconsistent with its charter; pro-
vided, that the salaries of officers shall be
fixed only with the consent and approval OF
eighty 5000 per cent OF the stockholders.
Two az directors shall constitute a quorum
for the transaction of business. AT any
meeting of the board of directors, any direc-
tor absent from the meeting may be repre-
scented by any other director, who may cast
the vote of the absent director according to
the written instructions OF said absent dlrec-
tor. Until the annual meeting in 1917, the
board of directors shall consist OF the follow
ing: John b. Ferguson. whose Post-ofilce ad.
dress is i45O State street. New Orleans. La: {;
Philip +. Baugh, whose post-oihce ADDRESS IS
l4+ State street New Orleans, La; and Julian
Herndon, whose post-ofhce address IS l444
State street, New Orleans, La with fniilP
Z. Baugh as president John B: Ferguson as
vice -president-trea and Julian Herndon
as secretary.
Article VI.-This act Of incorporation may
be modified changed or amended, or this cor
poration may be dissolved IN the manner
provided BY law, by a vote of two-thirds (E-Sl
of the entire outstanding capital stock OF
all classes, present or represented, at a gen
eral meeting of the stockholders convened 10,
such purpose, after previous notice shaIi
have been given in the manner above re-
olIired to be given of the annual meeting
Of the corporation. The capital stock OF the
corporation may be increased or decreased
by proceedings in accordance with the laws
Of the State of louisiana.
Article VII.-If this corporation shall be
dissolved, either by limitation or from any
other cause its affairs shall be liquidated by
three (O commissioners. to be appointed az
the meeting of stockholders convened lot the
purpose of liquidation, and to be elected by
The vote of all the stockholders vo1ng upon
a parity. Said liquidators shall remain IN
Office until the affairs OF SAID corporation
shall have been fully settled and iiquidated,
and they shall have full power and authority
TO transfer and give title to all the property
and assets of the corporation, and 10 distTi-
butte the proceeds. In case OF the death,
disability or. resignation OF one or more h',
liouidators, the vacancy SHAH De hIleo ny
the survivor or survivors.
. Article VIII-No stockholder shall ever be
held liable or responsible for the contracts
or faults of said corporation IN any iurlneI
sum than the unpaid balance due on the
shares of stock owned by him, nor snail any
mere jnformality in organization nave the
effect of rendering this charter null. or OF
exposing any stakeholder TO any haoility
beyond the amount due on his stock
One.half Cl) of the authorized eapital stock
Of This corporation is subscribed for at the
time of the execution OF this charter tas VIII
apoear by the signatures of the subscriber:
70 this Instrument, serving as the original
Subscription hst), and one-haf ga OF the
amount subscribed for has been paid IN, IN
cash, at the execution hereof.
Thus done and passed. at riy office, IN the
ri,v Of New Orleans, on the day month and
yeSr s-st above written in the presence OF
Monte n. Iemanu and ST. John Perrei, com
prtent witnesses, who have hereanto SUD
srr, bed their names together with ne, notary,
and sad appearers, after due reading Of inc
whole
tousnsi sisnsE: Names Of sub'sriber'
urtfrd
Witnesses Mon,s NJ Lsmaun s.. john
Ferret
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