The herald., 1916-11-30

teen hundred and sixteen and OF the indie
pruGcnce OF the United States OF America
the one hundred and forty-hTst, before me,
Henry Leon Sa~py, duly quallhed notary
public in and for the city, parish and state
aforesaid, and in the presence Of the here
matter named and undersigned witnesses,
personally came and appeared the persons
subscribing hereto, who declared that avail
ing themselves OF the constitution and laws
OF this state relative TO the organization OF
corporations they have COveuanted and
agreed and do by these presents agree, bind
and constitute themselves, their successors
and assigns, and such persons as may here
after become associated with them into a
corporation for the purposes and under the
following articles Of Incorporation:
Article The name Of this corporation
shall be W. A. Di!zell, Inc.
Article 1.-THE objects and purposes for
which this corporation is formed IS 10 con-
duct a general contracting, construction, en-
gIneering, repair and supply business, for
itself and f5r others, including the install
lation, equiP tncnt, erection and repair OF
steam, electric, water, gas and power plants
Of all kinds, railways. and railroads, pole
lines and all manner of electric work, light
ing systems, public and private, 10 conduct
a supply establishment, to buy and sell mer-
chandse incidental to above and all other
things necessary or incident TO the above
objects and purposes.
Article III-The capital stock of this cor.
poratIOn Is hereby fixed at twenty thousand
dollars, divided into thocsand shares OF
the par value OF twenty dollars each. Sock
| shall be paid for in labor done or money
| or property actually received, IN such
| amounts and on such terms as shall he hXed
| by the board Of directors. Nine hundred and
| nInety-eight (39S) shares full paid shall be
ssued to Walter A. Dilzel, subscriber here
| TO for said number Of shares, in considera
| ton whereof said Walter a. Dilzell hereby
| sells, assigns, sets over and delivers all OF
| the assets OF the electric contracting busi-
| ness heretofore conducted by him IN this
| city as Of date October !, 1916, and this com
| pany accepts same and acknowledges due
! delivery thereof, and in further consdera-
| ton therefor assumes the liabilities thereof,
| The whole as per list Of said assets and LA
| bilites which are attached hereto, made part
| hereof, and marked Exhibit A. to identify
| il herewith.
And the appearers, being all of the sub
| scriberS hereto and officers hereof, to-wIt:
| Walter a. Dilzer. William IL. Ennis and
Fred Tanner, being by me first duly sworn,
4 did depoSe and say that the property herein,
| above transferred to this company by said
| Walter A. Dilzell is well known to them,
and that they and each of them hereby
| value and appraise at the sum Of nine
| teen thousand. nine hundred and eighty dol
amount of capital stock issued to Walter A.
Dilzell, twenty thousand dollars, consisting
of all of the capital stock of this company,
has been subscribed and paid for
| No stakeholder shall have the right to
dispose of his stock in this company with
| out having first offered it, in writing, at It's
| then book value, to the board of directors.
| who may purchase same for the company and
may be retired reissued as treasury stock
by the board OF directors.
Certificates of stock shall be signed by the
president or vice president and the seere'
tary, or secretary treasurer, il one officer.
Article IV-The domicile of this corpora
ton is fixed in New Orleans, LOUISIANA
Citation shall be served on its president, IN
his absence on the vice-president, in the
absence of both on the secretary-treasurel
if one officer; if two, on the secretary and
in the absence of all three the treasurer
Article N.-The corporation in its corpo
rate name shall have the right to have and
enjoy succession for ninety nine years iron
the date of this charter; to sue and to be
sued in any court of competent jurisdiction
% make and use a common seal and alteI
the same at pleasure; to acquire property
real personal and mixed in and out OF the
State of Louisiana, by Grant, gift, purchase
and to devise or bequest; to lease, hold anC
dispose Of and to mortgage and pledge the
| same; to appoint such officers and agents
as the business of the corporation may re
quire; TO fix their compensation and TO DIS
miss them at its pleasure; to increase o.
diminish its capital stock; to make bylaws
| not inconsistent with any existing law, nix
ing or altering the management OF ITS prop
| erty, the regulation and government OF III
affairs and the manner of its certihcatior
and registration of its stock; to acquire ant
hold stock in other corporations, and, l
desirable, to issue its stock in payment 10
1
. SELL hypothecate or pledge such stock; L
| acquire its own stock by purchase or other
wise, and to dispose Of or retire same. pro
vided that the capital stock OF ms corPo
amount provided by law; to conduct busi
, ness in this state, other states, the Fedora
districts, the territories and possessions o
the United States, and in foreign. countries
| to wind up and dissolve itself and general,
| 20 enjoy all rights, privileges and lmmuni
ties granted by law to such corporations.
Article VI-All the corporate powers o
this corporation shall be vested in and exer
cised by board of directors to be com
posed Of three stockholders, each Of WHOM
| shall own in his own right not less than on
full paid and unpledged share OF stock, I
, be elected by the stockholders annually DE
ginning at the annual meeting of 1917. III
board Of directors shall, at their FIRST meet
ing after the annual election, elect fror
} their own number a president and vice
president, and shall elect seGretary-treas
urer who need not be stockholder, or ma
. elect a secretary and a treasurer, neither G
{ whom need be a stockholder.
E The first board of directors shall consis
E of Walter A. Dilzell, residence 232 Vallett
, St, Algers, La; WILLIAM H. INNS Ennis res
Fred Tanner, residence 1929 Sixth ST., Ne,
Orleans, La, with the said Walter A. Di
{ zell as president, William II; Ennis as vice
: Farv.treasurer. who shall hold Office unit
their successors are elected and qualihe
sT,er the nrst annual meeting in 1917
The annual meeting of the stockholde tc
:, the election of directors and such other bu:
mess as may come before it, shall be hel
on the first Tuesday of November OF eac
; year. beginning in 1917.
All elections shall be by ballot. The fai
h ure TO elect shall not vacate any Office, an
all officers shall hold over until their SUI
cessors are elected and qualified. All vacar
3 cies in the board Of directors or the officer
a shall be filled by the remaining director
Q With the written consent of all the dire
: tors meetings Of the board Of directors ma
be held outside of the State of Louisiana
| or within the State elsewhere than at II
= corporations >donrcile. Directors may B
s represented at any meeting OF the boar
3 by a written proxy The board of director
i may, when it deems it necessary, CONVEX
!. meetings of the stockholders
d Article VII.-Each stakeholder shall,
:. every stockholders meeting be entitled
d one vote, in person or by written proxy, Il
: each share of capital stock held by him,
y he may send his vote by letter, the signi
n ture Of which must be acknowledged beto
5 a notary public other officer authorized
| take affidavits. Stockholders shall have q
/ | right of cumulative voting in the electio
= Of directors. Shares of stock in this co
i poration legally or equitably belonging
o il shall not be voted. directly or Indirect
!; Notices of stockholders meetings shall be
. writing and shall be delivered 10 eac
Z i IE