The herald., 1916-09-14
ACT OF INCORPORATION


TENDER, IN the year II uur Lord one thou
sand nine hundred and sixteen Gqlbl and Of
the independence Of the United States al
America the one hundred and iorty--t.rSt, Ice
fore me, Joseph Sinai, q notary public m
and for the Parish OF Orleans. State OF
Louisiana, duly comm SsIoued and qualified
and in the presence u the witnesses here
matter named and undersigned, personally
came and appeared the several person, whose
names are hereinafter subscribed, Of 'ull age
ri majority, who declared - ne thar. avail
luE themselves OF the laws % tins state rcla-
i've - The uIEaulzariou OF corporations, par
tscularly Act No. al OF the session OF the
General Assembly ot the State 81 Louisiana
Toy the year 1914. page 81, they have c1veu-
they d. covenant and agree Tor thCwsc!vc,
and their successors and assigns, - form
themselves into a corporation and body
polite ~ Law, Tor the objects and purposes
forth. ru-Nlt.
N.,.e.r The name and title Of the cor
pora;saa shall hc CITY Sales Agency, In.
,Hrp1racd, and under such title u shall
have and enjoy succession and existence Tor
period oi uluety-uiue years from date
hereof; n shall have the power and authority
to contract, sue and be- sued, and TO make
and use corporate seal. the sang - break
and alter At ITS pleasure, 10 hold, 10 pur-
chase, lease, sell, mortgage or hypptIcCatr
or pledge property real, personal OF mixed,
necessary: Incidental or proper i'r the carry
ing on Of ITS business and, 20 that end, -
further make and issue notes OF indebted
ness; 20 name and appoint managers and
clerks ur other employees Tor the proper
conduct 4 It's corporate business and TO
make and establish such rules, regulations
and bylaw, a. may be found necessary and
desirable Tor the management OF the affairs
Of the corporation and, generally 70 do all
and every other act, deed or thing necessary
Tor the complete and proper conduct and
management Of said business.
Article U.-Ihc domiCilc Of the corpora
uor shall be IN the city Of New Orleans,
:. - 7 no.
all citation and other legal process shall be
served upon the president or, IN his absence
upon the NcCrrtary-tTcaSurer.
Article lIL-The obJeN. and purposes for
which this corporation IS organized and the
nature OF the business 70 be carried on by
II are hereby declared to bc as follows, to-
wit:
To manufacture. buy. sell. import export
and generally deal IN all kinds OF vehicles,
engines, machines appliances for the gen
Grafton Of steam, electric, gasoline or other
power Tor the purpose OF propclllng cars,
carriages, wagons, trucks and vehicles Of
also 10 manufacture, buy, sell, import, export
and generally deal in machinery OF all kinds
and - deal in supplies and such mechanical
devices and engineering appliances as are
generally manufactured. bought. sold. i'm
ported, exported and dealt in by manufac-
turerS aud dealers in a similar line OF bust
ness
Article IV-The capital stock Of this cor
poratiOn i hereby fixed al the sum Of five
thousand tSS.Oc0OO dollars divided into one
hundred 00O shares At a par value OF fifty
$4,000 dollars ecah, TO be paid Tor in cash
or its equivalent in property. No certificate
OF stock shall be delivered or issued unless
il Is fully paid for, or for property pur-
chased or leased, no stakeholder shall ever
he held liable OF responsible Tor the faults
contracts or debts OF this corporation in any
further sum than the unpaid balance due the
corporation on the shares OF stock subscribed
for by him; nor shall any mere informality
in the organization have the effect Of render
ing this charter null or OF eNi osing a share
holder TO any liability whatsoever, other than
above nor shall the stock be subject 10 as
SesSments. The corporation shall begin to
DO business and to be a going concern as
soon as two thousand. five hundred 81, 10000
dollars OF the capital STOCK has been sub
SCrIbed and paid for.
Article N.-All the corporate powers Of this
corporation shall be vested in and exercised
by a board of directors 10 be composed OF
three 90 stockholders, two OF whom shall
constitute a quorum for the transaction OF
the business OF the corporation.
Until the first Monday OF October, 1917,
the following named persons shall constitute
the board of directors OF this corporation, to-
wit: Benjamin Dreyfus, Alex +. Dreyfus
and Moses Beer.
Thereafter the directors shall be elected
annually on the first Monday Of October OF
each year. All elections for directors shall
be by ballot and each stocKholder shall DE
entitled to one vote for each share of stock
standing in his name OF the books OF the
corporation, this vote to be cast in person or
by proxy, and it shall require a majority of
stock present or represented to elect. The
failure to elect the board of directors on the
first Monday of October ri each and every
succeeding year shall not work the forfeiture
of this charter, but the old board of directors
shall remain in office until their successors
have been elected and have qualified.
Article NI.-The board of directors shall
hold regular meetings at stated intervals at
| such time as shall be fixed by the bylaws
of this corporation. These meetings shall be
| held at the domicile OF the corporation, bu:
the president may call special meetings OF
| the board of directors at such times he
may deem advisable or when requested to dc
| SO by any two members OF the board of dl.
rectOrs. Three days notice of such special
| meetings shall be given in writing 10 the
directors unless a waiver uf notice is signed
| by the directors. Any vacancy occurring
| or otherwise, shall be flle, by the board OF
| directors. The first board OF directors of this
| corporation shall be required TO draft suit
| able bylaws for e government and man
agement OF this Corporation, which may be
altered, amended or changed as the exigen'
cies Of the same may require.
| Article NII.-The officers OF this corpora
| ton shall consist Of a president and a sec
| holders and members q. the board of di
| rectors Until the board OF directors 20 be
elected on the first Monday of October, 1917
shall otherwise elect, the following named
|
| corporations: Benjamin Dreyfus, president
whose address is l7O5 State street, New Or
| leans, La; Alex F. Dreyfus, secretary-treas
urer. I7O5 State street, New Orleans, La, and
Moses Beer, l648 DufossaI street, New Or
| leans, La
Article VIII-This charter may be mod
| fed, altered or amended, the capital Stocl
thereof increased or decreased or the cor
poration may be dissolved with the assent
| of three-fourths Of the stock present or rep
| resented at a general or special meeting OF
the stockholders held for such purpose. after
| thirty (SO) days prior notice in writing K
! each stakeholder, or mailed to him at hi:
| last known post office address and after pub
| LEGATION in a daily newspaper published IN the
city OF New Orleans, and upon complying
| with the law in such cases made and pro
| vided
At the expiration of THIS charter or the
| earlier dissolution Of this corporation, II!
| affairs shall be lqudated by two commits
sioners to be elected by the stockholders
| all of whom shall holo stock in said com
| pany and said commissioners are hereby
vested with full power and authority to sci
| sonal and mixed, of this corporation and I,
| convey full and complete title thereto anC
to do and perform all acts essential to tul
| and complete liquidation of this corporation
| and to distribute the proceeds, If any, a
| directed by a special meeting OF the stock
holders of the corporation convened for tn
purpose after due notice as provided 10
| herein.
| In the event Of the death, resignation o
| inability to serve of one more OF the com
| missioners, the survivor shall continue to &c
| and be likewise vested with all the power
herein granted. -