The herald., 1916-08-31

and he sued: to accept and receive mor,gageS
pledges, or other hypothecations: to make an,
use i corporate SEAL and the same to breal
ana aiteT at pleasure; to purchase receive
tease, mold, or otherwise acquire and convey
; a wen as mortgage and hypothecate unde,
, n us corporate name, property both real anC
personal and mixed; 10 borrow money AND
make and issue bonds and other evidence,
oil debt, and to secure the same by mortgage
OF otherw,'e; to name and appoint such man.
ayers and directors, officers and agents a.
the interest and convenience of said corno.
ration may require; and to make and estsb.
lish, as well as alter and amend at pleasure
such bylaws. rules and regulations for the
management and regulation OF the affairs OF
me corporation as may be necessary, proper
or convenient.
Article 1.-THE domicile of this CORPORA.
ton shaIi be IN the city of New Orleans.
and all citations or other legal process Oh
be served upon the president of the corpora-
fdent. -
Article III.-The objects and purposes for
which this corporation is established and the
| nature OF the business to be carried on by il
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 ac-
count and as agent for others: to operate au-
| toulobile garages, and to manufacture auto.
moDieS' automobile tops, bodies, and other
automobile parts supplies, accessories and
| appurtenances.
Article lN-The capital stock of this cor
poratlon Is hereby fixed at ten thousand
Sl00o0O dollars, divided into and repre-.
| scented by one hundred QOW shares of the
par value of one hundred (SlOOOO dollars
each, which shall be paid for in cash. or NAV
be issued, at not less than par, for property
| dered to the corporation. This capital stock
may be increased to the sum of one hundred
| thousand dollars (slOO,OOOOO). All stock shall
be transferable only upon the books of the
| md in do, IL
| and regulations.
Article Vail the powers of this corpora
tion shall be vested in and exercised by
| board composed Of not more than five 90 and
| not less than three 60 directors, who shall
| elect from their number a president. 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 as 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 stakeholder appearing as
such on the books of the company, at his last
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 to fill all vacancies which
may occur the board, even though no 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
or convenient for the carrying on Of the COM
pany's business, and shall have power to
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 to make and
establish, well alter and amend, all
bylaws, 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 (2) directors shall constitute 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 direc-
tor. Until the annual meeting in 1917, the
board of directors shall consist of the follow
ing: John B. Ferguson, whose post-office ad-
dress is 1850 State street, New Orleans, La.
Philip f. Baugh, whose post-office address is
l444 State street New Orleans, La; and Julian
Herndon, whose post address is l444
State street. New Orleans, La, with Philip
E. Baugh as president John B. Ferguson as
vice Observation-Disclosures 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 vote of two-thirds (2-3l |
Of the entire outstanding capital stock of
all classes, present or represented, at a gen !
eral meeting of the stockholders convened for
such purpose, after a previous notice shall
have been given in the manner above re-
quired 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 VILE this corporation shall be |
dissolved, either by limitation or from any |
other cause, its affairs shall be iiquldated by
the meeting of stockholders convened for the |
purpose of liquidation, and to be elected by |
the vote of all the stockholders voting upon /
parity. Said liquidators shall remain in
shall have been fully settled and liquidated
and they shall have full power and authority
to transfer and give title to all the property
butte the proceeds. In case of the death,
disability or resignation OF one or more
liqudators, the vacancy shall be hlled by
the survivor or survivors.
Article VIII.-No stakeholder shall ever be
held liable or responsible for the contracts
or faults of said corporation in any furtner
sum than the unpaid balance due on the
shares of stock owned by him, nor snail any
mere informalty in organization have the
effect of rendering this charter null. or OF
exposing any stakeholder TO any liability
beyond the amount due on his stock.
One-half 90 of the authorized capital stock
Of this corporation is subscribed for at the
time of the execution of this charter (as Will
appear by the signatures of the subscribers
10 this instrument, serving as the original
subscription list), and one-haf % OF the
amount subscribed for has been paid IN, IN
cash, at the execution hereof.
Thus done and passed, at my Office, in the
city of New Orleans, on the day month ana
wear first above written in the presence OF
Monte NJ. Lemann and St. John Perret, COM
petent witnesses who have hereunto SUBJ
scribed their names together with me, notary,
and said appearers, after due reading OF the
whole.
Original signed: Names of subscribers
omitted
Witnesses: Monte NJ. Lemann St. John
Perret
WATTS K. LEVERICH, Not. Pub.
7. the undersigned recorder of mortgages
in and for the parish of Orleans, State OF
louisiana, do hereby certify that the above
and foregoing act of incorporation OF the
New Orleans Motor Company, Inc, was this
iay duly recorded in my Office, in book l1Ol,
folio = New Orleans, August 81, 1916.
(Signed) EMILE J. LEONARD, by. r.
WATTS x. LEvERICH, Not. Pub.
aro "a a sent Il 2i q