The herald., 1916-09-28

Every board of directors shall at its first
meeting after its election, or as soon there
after as practicable, elect from their own
number a president, and hrst vice-presi-
dent
The said board Of directors shall also elect
a secretary and a treasurer, who may COM
bne the said two Offices in one person. A
failure TO elect directors on the date above
specified shall not dissolve the corporation,
but the then existing board Of directors shall
continue in office and another election shall
be held soon thereafter as practicable at
a time TO be fixed by the board OF directors
then in office, whereof fifteen days prior no.
tice shall be given in the manner hereinabove
provided, which notice shall be full and COM
plete notice 10 all stockholders of such meet.
ing
Any vacancy in said board of directors from
any cause shall be filled by the remaining
directors. a majority OF the members of said
board of directors shall constitute a quorum
for the transaction and management of all
business OF said corporation. They may make
such bylaws, rules and regulations as they
may think proper for the transaction OF the
business and affairs of -aid corporation, and
change, alter and amend same at pleasure;
appoint and fix salaries of all officers, clerks
and employees, the same to change or dismiss
at pleasure, fix salaries for officers provided
for herein, sell, convey, mortgage, pledge,
lease and purchase property, movable, immo-
vable and PERSONAL; borrow money issue
notes and bonds, lend money, make con-
tracts and sign and cause to be signed all
necessary acts, deeds, etc, to take judicial
proceedings in the name of and on behalf
Of this corporation, and to do all things which
may be necessary TO be done in the manage
ment Of said business and may be permitted
by laws applying TO corporations and declare
dividends.
Article VIII.-No stakeholder shall sell or
dispose OF any of his stock in this corpora
ton until he shall have first offered same to
the other stockholders. Said offer of sale
shall be made in writing addressed and de-
livered to the president of this corporation,
and shall name the lowest price for said
stock, which said owner will take. The pres
ident shall acknowledge the receipt of such
notice and shall Immediately communicate
After fifteen days from the receipt OF said
written offer and on failure of said stock
holders or any of them to purchase said
stock. the owner thereof shall be allowed to
sell such stock so offered to any other per-
son or persons for not less, however, than
said price offered said stockholders hereof.
Article lX-This act of Incorporation may
be changed, modified or altered, or said cor
poration may be dissolved with the assent
of three fourths of all its outstanding stock
at any general meeting of the stockholders
Of said corporation, convened for that purpose,
after previous notice given in the manner
hereinabove set forth in Article VII. But
any and all meetings of stockholders, wheth-
er for purpose of liquidation or for any other
purpose, may be held at any time without
notice by unanimous consent of all stock
holders in writing filed with the secretary.
Article X.-The president, or acting presi-
dent, may in his discretion and shall, upon
a special meeting of the stockholders of this
corporation.
Article XI-No stakeholder shall ever be
liable or responsible for the contracts or
| faults of this corporation in any further sum
| than the unpaid balance due to the company
on the shares owned by or subscribed for
| by him; nor shall any informality in the or
ganization have the effect of rendering this
| & IN of LboId
| to any liability.
| Article XII.-Whenever this corporation is
| dissolved, either by limitation or from any
other cause. its affairs shall be. liquidatcd
under the superintendency of two stockhold-
ers, to be chosen for that purpose by a ma
| JoTIty IN amount of the stockholders present
or represented at a general meeting of the
| stockholders at which the election is held.
Said commissioners shall remain in Office un.
| I'll the affairs of said corporation shall have
been fully liquidated In case of the death
OF one OF the commits sioners, or refusal or
inability to act, the surviving or remaining
| commissioner shall continue to act and shall
| select another stakeholder in the place and
| ceased to act.
This said charter shall serve as the orig.
mai subscription list, the subscribers hereto
| having set opposite their respective names
the number of shares of stock for which they
| have subscribed.
Thus, done and passed. in my Office in the
city OF New Orleans, aforesaid, on the day,
month and year first above written, in the
presence OF Messrs. William A. Kennedy and
Gal. f. MADDEN, competent witnesses, resid.
ing in this parish, who hereunto sign their
names with the said parties and me, notary,
after due reading of the whole.
Original signed: ]. E. Kennedy, 5o2o Iber-
vile ST, % shares; o; E. Semel, 3l14 Banks
81, shares; E: J. Kennedy, l23 N. Galvez
| den.
w. Mel. FAYSSOUX, Not. Pub.
l, the undersigned deputy recorder of mort
cages, IN and for the parish of Orleans, State
| of Louisiana, do hereby certify that the above
and foregoing act of incorporation of the
Kennedy Semel Cleaning Company, Incor-
porated," was this day duly recorded in the
mortgage office of the parish Of Orleans in
New Orleans, Louisiana, Avg. 81, 1916.
(SigneO EMILE ]. LEONARD, Dy. r.