The herald., 1916-10-12

-NtiSle iN.-lhe capital stock of this cor
Poration l. hereby fixed At the sum Of one
hundred thousand dollars (SlOOGGOM, to b,
| divided into one thousand shares OF $1,000
each, to be paid for by the subscribers there.
70 ny money or property or labor done at
| the time OF the subscription. and the said
! capital stock may be increased 10 the sum
81 one hundred thousand dollars (SlOOOoOOOl
Article V.-An the corporate powers save
those hereinafter reserved shall be vested in
| and exercised by a board of directors com
! posed OF i've stockholders, three of whom
| shall constitute quorum. Vacancies therein
! may be hlled by the remaining directors I'M
! III successor Is duly elected. Said board
! snall remain IN oihce until its successor J.
eIg gS,e and qualified in due course.
| bers president one or more yice-presi.
! dents and Secretary OF said corpo-
ration, but the latter office may be filled by
"a. non-direct9r or non stockhdder. These
! offices shall he held at the pleasure of the
| stockholders, who shall always have the
| right at any meeting TO remove or replace
any or 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 he present at a meeting may give his
proxy 10 another director to act in his place
and stead.
The board OF directors shall have no power
10 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 10 transfer
the assets OF the corporation a whole or to
merge SAID corporation with any other cor
poration, directly OF indirectly. Neither shall
1t nix the salaries Of the officers of the cor.
poration or change the same. The board is
gwen the authority, however. TO fix salaries
less than one hundred dollars per month and
TO change the same at pleasure; provided tina,
no uniform increase or advance of wages or
compensation or employees rs a class or as
A Wb hall he tal
OF the stockholders.
The board of directors shall he elected at
general meeting OF the stockholders to I've
held the second Monday of January in each
year, al which meeting any matter of inter
est 10 the corporation may be discussed and
determined a matter of course and with
out previous notice.
Meetings OF the stockholders may 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 10 the stockholders 10 be
exercised by them as follows, tO-wit: the
right to merge, amalgamate combine the
corporation with other corporations; to sell
the corporation assets 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 fofhcerS ~ 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
Any and all notices prescribed by this
charter or by the law for meetings of drec-
tors or stockholders otherwise may be
waived by the unanimous consent in writing
Of all the directors 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 due the COM
pany on the shares of stock owned by him,
nor shall any mere informality in organza-
tion have the effect of rendering this charter
null, or of exposing any stakeholder TO any
liability beyond the unpaid balance due him.
Article NIII.-This corporation shall have
the right to contract, sue and be sued, to
make and use a corporate SEAL and the same
to break or alter at pleasure; TO hold, receive,
lease, purchase, and convey, as well as mort
gage and hypothecate under its corporate !
name. property, both real and personal or
or give and receive the same as security; to
name and appoint such officers, managers,
directors and agents as the interest and
convenience of said corporation may require, |
rules and regulations for the proper man.
agement and regulations OF the affairs of
said corporation as may be necessary and
proper. and the same TO change or alter at
pleasure. And TO do all such acts and
things may he proper TO carry out the ,
objects and purposes Of this corporation.
Article 1X.-This act of incorporation may
be changed, modified or altered or the cap
ital stock increased or decreased in the man. |
ner and form prescribed by law at a general !
meeting convened for that purpose after hf- |
treasurer to the list known residence of each !
stockholder, or delivered by him in person; |
provided that nj nety per cent of the >ntire |
stock issued and outstanding consent to said
change.
Article X-Whenever this corporation is |
either by limitation or from any |
other cause. its affairs shall be liquidated by !
two commissioners selected from among the |
stockholders at general or special meet |
ing of the stockholders after fifteen days |
written notice mailed by the secretary TO |
the last known residence of every stock |
holder, or delivered by said secretary in per-
son. Said commissioners TO be chosen by a
majority vote of the stock cast at said meet |
ing by the owners thereof as they appear on |
the books of the company. ~t-the date of said
meeting, in person or by proxy, each share |
of stock being entitled TO one vote. In the
event of the death or inability or failure of
either of said commissioners to act, the re-
naming commissioner shall liqudate the af |
fairs of the corporation.
Thus done and passed at my Office in
the city of New Orleans, on the day, month |
and year first above written, in the presence
Of Edward Macquillan and Leo L. Dubourg |
witnesses of lawful age and resi- |
dents of this city. who have signed their
names hereto with said appearers and me-
notary, after due reading of the whole.
Signed: Sig. Kohlnann, w. L. Landau, A. |
K Landau, Edward Macqullan, Leo. L. Du-
bourg
HENRY p DART, JR, Notary Public.
I, the undersigned. recorder of mortgages, |
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act of
of the Kohlmann Cotton Mill |
& Mrfg Co. was this day duly recorded in
my Office in book l2Ol, folio 26s New Orleans,
Sept. p, 1916.
(Signe0 EMILE J. LEONARD, Dy. R.
A true copy of the original.
HENRY p. DART, JR., Notary Public
Sept q oct II l9 26 nov
QUALITY FIRST