The herald., 1916-10-26
rm. cotton. or other fibrous material.

| form, cotton. or other fbrous material
| Arlcle lN;-Ihe capital stock OF this cor
Poration IS hereby fixed at the sum of on,
I divided into one thousand shares Of 5000
each to be paid for by the subscribers there
70 by money or property or labor done a
the time OF the subscription, and the sale
| capital STOCK may be increased to the sun
OF one hundred thousand dollars (slOO,OOOOO
| additional.
| Article V.-All the corporate powers, saw,
those hereinafter reserved, shall be vested il
and exercised by board of directors com
posed of FIVE stockholders, three of whom
snail constitute quorum. Vacancies therein
may be filled by the remaining directors un
N successor is duly elected. Said board
snail remain in Office until its successor is
elected and qualified in due course
The board shall elect from among its mem
oers president, one or more vice presi.
dents and secretary treasurer of said corpo.
ration. but the latter office may be filled by
non-director or non-stockhalder. These
othces shall be held at the pleasure of the
stockholders, who shall always have the
right at any meeting to remove or replace
any all of the officers of the corporation.
The board Of directors shall have the power
to employ and discharge at pleasure all
clerks, agents or other employees and to fix
the compensation of the same.
Any director unable for any reason TO act
or be present at meeting may give his
proxy to another director to act in his place
and stead.
The board Of directors shall have no power
to lease, sell, mortgage or convey any part
OF the operating plant of the corporation, or
the real property upon which il is situated,
either IN whole or in part; nor to transfer
the assets of the corporation as a whole or to
merge said corporation with any other cor
poration. directly or indirectly. Neither shall
1t NIX the salaries of the officers of the cor.
poration or change the same. The board is
given the authority, however, to FIX salaries
less than one hundred dollars per month and
to change the same at pleasure; provided that
no uniform increase or advance of wages or
compensation or employees class or as
a whole shall be granted without the consent
Of the stockholders.
The board of directors shall be elected at
general meeting of the stockholders to be
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 NAV be held at
any time on call Of any of the officers or at
the request of stockholders owning ten shares
or more.
Article VI-The following powers are ex-
pressly reserved to the stockholders to be
exercised by them as follows, to-wit: the
night 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
person or by written proxy, or by letter
duly acknowledged.
Any and all notices prescribed by this
charter or by the law for meetings of direc-
tors or stockholders otherwise may be
waived by the unanimous consent in writing
of all the directors or stockholders, as the
case may be.
Article VII.-No stakeholder shall ever be
held liable or responsible for the contracts
or faults of said corporation in any further
sum than the unpaid balance dr- the COM
pany on the shares of stock owned by him,
nor shall any mere informality in organiza-
tion have the effect of rendering this charter
null, or of exposing any stakeholder to any
liability beyond the unpaid balance due him.
Article VIII.-This corporation shall have
the. right to contract, sue and be sued, to
make and use corporate seal, and the same
to break or alter at pleasure; to hold, receive,
lease, purchase, and convey, well as mort
name property, both real and personal or
mixed; to effect loans, issue bonds, notes
or give and receive the same as security; to
name and appoint such officers, managers,
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
proper, and the same to change or 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.
be changed, modified or altered or the cap
tal stock increased or decreased in the man
ner and form prescribed by law at general
meeting convened for that purpose after If
treasurer to the last known residence of each
stockholder, or 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
,ther cause, its affairs shall be liquidated by
Two commissioners selected from among the
of ihe after Es.n
written notice mailed by the secretary to
he last known residence of every stock
iolder, or delivered by said secretary in per-
y
majority vote of the stock cast at said meet
ng by the owners thereof as they appear on
he books of the company, at the date Of said
Meeting, in person or by proxy, each share
# stock being entitled to one vote. In the
went of the death or inability or failure Of
.ither of said commissioners to act, the re.
naming commissioner shall liquidate the af. |
airs Of the corporation.
Thus done and passed at my Office In
he city Of New Orleans, on the day, month |
md year first above written, in the presence
# Edward Macquillan and Leo l. Dubourg, |
competent witnesses Of lawful age and resi- |
Tents of this city, who have signed their |
James hereto with said appearers and me, |
rotary, after due reading Of the whole.
Signed: Sig. Kohlmann, w. L Landau, A. |
{. Landau, Edward Maequillan, Leo. L. Du- |
,ourg. |
HENRY P. DART, JR., Notary Public.
l, the undersigned. recorder Of mortgages, |
n and for the parish of Orleans, State of |
louisiana, 90 hereby certify that the act of |
of the Kohlmann Cotton Mill |
Mrfg. Co. was this day duly recorded in |
ny Office in book 12o1, folio 26s. New Orleans, |
}Sisne0 EMILE J. LEONARD, by. R.
A true copy Of the original.
HENRY p. DART, JR, Notary Public.
ept Is oct II 10 8 nov 2