The herald. [volume] (New Orleans, La.) 1905-1953, 1916-10-19

| Orleans each share of stock shall be enti-
tied to one vote, to be cast in person or by
! written proxy, and majority of votes cast
| shall elect Any vacancy occurring among
! the directors by death. resignation or other
wise, shall be filled by the election for the
remainder of the year by the remaining d.
rectorS. Failure to elect directors on the
date above specified shall not dissolve or
| affect the corporation, but the directors then
! in Office shall remain in Office until their
| successors are elected and qualified. and
| shall cause another election to be held as
soon as possible thereafter, after due notice
| thereof shall have been given for the time
| and in the manner above provided.
| Four directors shall constitute 4 quorum
| for the transaction OF any business, and the
| board of directors at their first meeting
| following each annual election, shall elect
| one of their own number to he president
another to be vice PRESIDENT shall also elect
| secretary and treasurer and may elect an
| assistant secretary and treasurer. The sec
| retary-treaSurer. assistant secretary and as
| SiStant treasurer need not be members OF the
| board The board shall have power, in their
| discretion, TO unite the Office of secretary
| and treasurer The said board of directors
may appoint an executive committee OF the
| board to consist of four directors, two Of
| whom shall constitute quorum, with power
| to act and the board OF directors may dele
! gate to said executive committee from time
| 70 time they see Mt, any and all OF the
| powers vested in them as a board Of direc-
| tors, and may also appoint, from time to time,
| such officers clerks, agents or other employees
| as they may deem necessary, provided the
| board shall not have power To elect any Off
| Ger, clerk, agent employee Tor a fixed
| term. hut all shall hold office only at the
pleasure Of the board. And said board may
| make and establish, as well as alter and
amend, any and all bylaws, rules and reg
| ulations necessary and proper for the amend
ment and control of the business and affairs
| of this corporation.
| Said board shall also have full power and
| authority TO borrow money, execute mort
| cages, issue notes other obligations and
generally TO do all Thugs reasonably nee
essary for the proper carrying on of the bus:
1 mess, also 20 issue and deliver full paid
| shares Of stock of the said corporation in
| payment of money borrowed or property
actually received by said corporation.
| ANY director shall have authority 20 ap-
point in writing stockholder not already
| a member of the board TO represent him as a
| director at board meetings; or he may ap-
point in writing another director and in such
| event such absent director shall be counted
| as If personally present at the said meet
| ing for purposes Of quorum, voting and
for any and all purposes.
The first board Of directors of this cor
| poratiOn shall consist OF Martin H. Manion,
president; II. Jordan Mackenzie. vice.presi-
dent: Lewis VI. Dalgarn, treasurer; Robert
l. McCheSney, secretary. general manager;
Directors. Frank Bethune, Chas. f. Moro.
ney and Lionel /. Favrot. Said directors
| shall remain in office until the election 20 be
held December. 1917, until their success
| Sors are elected and quallhed. the aforesaid
officers. however, holding their Offices only
at the pleasure OF the board; and all sue
ceeding boards shall be composed only OF
stockholders of record. No director shall
have the right to endorse for any one. and
in case Of violation Of this provision, his of.
fee as director may be declared vacant and
successor elected by the board.
Article V.-Whenever this corporation may
be dissolved, either by elimination, or any
other cause, its affairs shall be liquidatet
by three stockholders TO be appointed at the
| general meeting of stockholders which is con
vened for the purpose OF liquidation. or al
any general meeting of stockholders after
Liquidation is decided upon Said commits
siOners shall remain in office until the affairs
Of the corporation shall have been fully
D settled and hquidated, and in case Of deatf
of one more of the commissioners the va
, cancy shall be filled by selection by tn,
= | surviving commissioners, or by the surviving
commissioner. Said commissioners are there
by vested with full power TO sell, transte
D and give title TO all the property, real, per
4 sonsl, or mixed of the corporation, and dis
, tribute the proceeds thereof among the stock
! holders
Article VI-This act of corporation ma,
| be modified. changed or altered, or this cor
poration may he dissolved with the asSen
of twO-t frds G-0 OF the capital stock rep
resented at any general meeting of the stock
holders convened for such purpose, after writ
ten notice shall have been mailed by reg
: iStered letter 10 each stakeholder, who ap
pears as such upon the books, to the pos
|
than four weeks nor more than six week
: Counting day OF making and day OF meeting
: preceding the general meeting called for I'll
. purpose of liquidation
, | Article NII-No stockholders shall ever b.
. held liable or responsible for the contract
! or faults of said corporation for any furthe
! sum than the unpaid balance due on tn
shares of stock held by them, nor shall an.
/. | nfOrmality in organization have the eftec
. \ of rendering this charter null, eNpoSn
: its stockholders to any liability beyond tn
. ! amount which may remain due on his stoc
if not full paid
Thus done and passed in my Office in thi
city the 10Th day of September, 1916, i
the presence OF John Wentworth and VI.
Stein. competent witnesses, who have here
unto signed these presents, together with sal
| appearerS and me. notary, after reading Q
the whole.
Signed: Martin H. Manion. shares, 500
| R. l.. McChesney, 5 shares. $500; Frank Be
thune, share, SlOO; l. NJ. Dalgarn, share,
$500; Lionel F. Favrot, shares. $500; Cha:
| enzie, tare s, $500. Witnesses: NJ. g. Steir
v John NentWC tn.
II. w. KAISER, Not. Pub.
hereby certify the above to be a tru
= and correct copy of the original Of record an
l. on file in my notarial office.
g, II. w. KAISER, Not Pull
d |. the undersigned recorder of mortgages
i and for the parish of Orleans. State of Lot
d isiana, do hereby certify that the above an
r foregoing act OF Incorporation of the Pelica
ID Dri.Crete Co. Inc, was this day duly II
F. corded in my office in book 1901, folio 90
I, New Orleans, October }, 1916.
te EMILE J. LEONARD, by. i
ID oct II 10 % nov 10