The herald., 1916-10-05

FORM, cotton, or other hbrOuS material.
Article lN.-The capital stock OF this cor
poratiou is hereby fixed at the sum of on
hundred thousand dollars (sloO,OOOOO), to b
IdlNlded into one thousand shares of 5000
each, to be paid for by the subscribers there
10 by money or property labor done a
the time OF the subscription. and the sal,
capital stock may be increased to the sun
OF one hundred thousand dollars (SlOOOOOOO
Article V.-All the corporate powers, saw,
those hereinafter reserved shall be vested ii
and exercised by board of directors com
posed OF i've stockholders, three of whom
snail constitute quorum. Vacancies therein
may be hlled by the remaining directors un
! I'll successor is duly elected. Said boart
, SHAH remain in office until its successor j.
! elected and qualified in due course
The board shall elect from among it's mem
Gers president. one more vice-presi
dents and secretary-treasurer of said corpo
ration, but the latter office may be filled by
non-direct0r Or non-stockhIIdar These
oihces shall be held at the pleasure of the
stockholders, who shall always have the
right at any meeting to remove or replace
any or all of the officers of the corporation
The board of directors shall have the powe-
TO employ and discharge at pleasure all
clerks, agents or other employees and 10 hS
the compensation of the same
Any director unable for any reason to act
or be present at meeting may give his
| and stead
The board of directors shall have no power
to lease, sell, mortgage or convey any par,
| OF the operating plant of the corporation, OF
| the real property upon which il is situated
either IN whole or In part; nor to transfer
1 the assets of the corporation as a whole or 10
! merge SAID corporation with any other cor.
! poration, directly or indirectly. Neither shall
II HN the salaries of the officers of the cor
poratlon 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
at nr aT,,r,1a, II.
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 he
held the second Monday of January in each
year, at which meeting any matter of inter
| est to the corporation may be discussed and
| determined as 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
I exercised by them follows, to-wit: the
| right to merge, amalgamate 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 or in part; to FIX
| 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
| valid only when evidenced by the same vote
in favor thereof. Fifteen DAYS notice of
! all meetings of stockholders shall be given
| in writing in the manner provided by law.
All elections shall be by ballot. each share
being entitled to one vote to be cast in
| 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
case may be.
Article VINO stOckholder 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
pany on the shares of stock owned by him,
nor shall any mere infOrmality in organza-
tiOn have the effect of rendering this charter
null, or of exposing any stakeholder TO any
liability beyond the unpaid balance due him.
Article VllI.-This corporation shall have
the right to contract, sue and be sued, to
make and use a corporate seal, and the same
to break or alter at pleasure; to hold, receive,
lease, purchase, and convey, as well as mort
gage and hypothecate under its corporate
mixed; to effect loans, issue bonds, notes
or give and receive the same as security; to
name and appoint such officers, managers,
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 alter at
pleasure. And to do all such acts and
things as may be proper TO carry out the
objects and purposes of this corporation.
Article IX-This act of Incorporation may
be changed, modified altered or the cap
ital stock increased or decreased in the
ner and form prescribed by law at general
meeting convened for that purpose after If
teen days notice mailed by the secretary
treasurer to the last known residence of each
stockhoder, delivered by him in person;
provided that ninety per cent of the entire
stock issued and outstanding consent to said
change.
Article X-Whenever this corporation is
dissolved. either by limitation or from any
other cause, its affairs shall be liquidated by
stockholders at a general or special meet:
ing of the stockholders after fifteen days
written notice mailed by the secretary to
the last known residence of every stock
holder, or delivered by said secretary in per-
son. Said commissioners 90 be chosen by a
majority vote of the stock cast at said meet
ing by the owners thereof as they appear on
the books of the company, at the date of said
of stock being entitled to one vote. In the
event of the death inability or failure of
either of said commissioners to act, the re-
naming commissioner shall liquidate the af-
fairs of the corporation.
Thus done and passed at my Office In
the city Of New Orleans, the day, month
and year first above written, in the presence
of Edward MscQuillan and Leo L. Dubourg
competent witnesses of lawful age and resi-
dents of this city, who have signed their
names hereto with said appearers and me,
notary. after due reading of the whole.
Signed: Sig. Kohlmann, w. L. Landau, A.
X. Landau, Edward Macquiilan, Leo. l. Du-
bourg.
HENRY P. DART, JR, Notary Public.
I, the undersigned, recorder of mortgages,
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act of
Incorporation of the Kohlmann Cotton Mill
& Mrfg. Co. was this day duly recorded in
my Office in book 1901, folio 26s. New Orleans
Sept. p, 1916.
(Signed) EMILE J. LEONARD, by. R.
true copy of the original
HENRY p. DART, JR., Notary Public
Sept % oct 5 II 10 26 nov
o>~~x.