The herald., 1916-01-27

Iha- corporation shall begin business Ian
/ aafE .~', i"lt, after tac filing ~ thu. char'e,
I D" me mortgage othcc OF tins parish, iol ~
{ Gc,.rdatI.u
y, >,ochhaidcr shall sell or dispose If any
! ~ the >'u,h Of this corporation. without nr,'
! having offered the same lur sale ,a The other
! Stockholders, hy a letter addressed Z, the
/ pre- dent ur 20 the board Of directors naming
. therein the lowest proposed price uf said
/ STOCK. not To- exceed the actual hook yaIur
/ thereof az the tim" Of sand otter. After thirty
/ days from receipt OF such written offer and
! tie tAl.urc OF the stockholders OF any Of them
| 70 purchase sand stock, the owner thereof
/ -h"Ii he 40 liberty 10 sell such stock for not
! ',>, man t-r pT'r So named by him, TO any
! other person or persons.
| Inc shares vi stock OF TIN, corporation shall
! be transferable only ou the book, ot the cor.
! P"iaii"n' and Ho transfer OF stock shall be
| n.Nulng or have any effect upon TIN, ,arp0T,-
| iI"u' unless and until made upon Do, books.
| and a prlor lien on all shares OF stock shall
| be retained by tins company on the stock of
| any shareholder Tor any Indebtedness Sc
| N"SH or unsecured. however evidenced OF Gre
'ICG' uat N any time To the company By the
hoIdcr OF sand stock, and all transfer, of stock
shHIl be made subject 10 these conditions
Article N.-Ihe corporate powers Of this
corporation shall be vested in and exercised
by a board Of directors cousistius # sly
| 90 stockholders. The FIRST board Of directors
snail consist OF August Henry FlaspolIer
Henry Herman FlaSpollcr. Charles Herman
hammer, August Edgar Flaspoller, Bernard
Henry Flaspoller and Sidney George EIas-
Poller. all OF said directors being residents
Of the city a New Orleans, Louisiana. OF full
age Of majority, with the said August Henry
fiaSpoIler as president, Henry Herman Flas.
Fg'ler as hTSt Vice-pTesldent August Edgar
fidspoller as second vice-prcsident. and
OhaTleS Herman Hammer as secretary ana
treasurer, who shall hold their respective Of.
noes as directors and officers until the second
Tue. Ho, IN July nineteen hundred and six.
81.
elected and qualified; on the said second
tuesday IN July, nineteen hundred and six
teen and annually thereafter, the stockhoId
erS snail elect from among their number a
t poHIu o. directors consisting Of six t6) men,
bers All such elections shall be by ballot
ana conducted under the supervision Of twn
commissioners to be appointed by the board
OF directors for that purpose, and for all cleo.
e.ols nIteSh (lo) days PRIOR notice personally
or by mail must be given to each stockholdeT
addressed to his last known domicIle Facb
StockholdeT shall be entitled to cast one vote
Tor each share Of stock standing in his name
om ''Ie BOOKS OF the company, either IL per-
son or by proxy.
Said board Of directors within a reasonable
time after their election, shall elect from
their number a president a first vice.nresi.
dent and second vice president and shall
also elect a secretary and treasurer. said Ias,
TWO ofhceS may be filled by one person who
heed not be a stakeholder and said board and
oihCefs snail always remain in office until
their successors are elected and qualified Anv
LdlIufe 10 mold an election on the date herein
hNed shall not invalidate this charter but
such election may be held at any time there.
vided. PiO-
All vacancies occurring in the said hoard
81 directors between elections shall be filled
by the remaining directors for the unexnireJ
term OF said board. And any director NAV
appoint by written proxy another peTson
LLrifsihuiy TO SAID corporation and a stock.
hoIuei, 10 act as proxy said borad and
exercise for the time being all the powers Of
such directors Vi
, -FOUR 90 directors will constitute a ouorur,
LOT the transaction of all business and the
president shall be entitled to one Cd vote in
all cases The said board of directors shall
make all bylaws, rules and regulations g..
me government of the business and affairs ~
ms company, and alter amend and cbanSe
same at pleasure. They shall have full power
20 buy, sell, mortgage, lease pawn and nIeJo.
any and all property, real, personal oT Ip;SnS
whenever In their judgment they NAV deem
'uch act necessary and proper 10 issue or
the issuance Of obligations or as
'une 'ne same; to make all necessary leases
u Suo-ieases, contracts and agreements: hire
'mpioy and discharge all officers cIerko
gents and employees and to fix all salaries
ma compensatIons. The said hoard sb,Ii
AVE the right to delegate any of its powers
o any oihceT or officers agents of this cor
'oration, and generally TO do all things me-.
Ssary Tor the transaction Of the business and
HAIRS OF the corporation and no eunIoyees
heI be considered employed by the wear. nm
ess so contracted with in writing
Article Nl.-The officers of this corno-at;o,
VII De the president, FIRST vice-president
econd vlce-nresident and secretary and tre,s
rer' and the same person may act as sec-
c'dTy ana treasurer, and said secretary NAV
may not be a member Of the hoard o-
toe kholder; The president shall be vested
nth all the powers of general manager 81
he business of this corporation
Arucle VIl.-Ihis act Of Incorporation NAV
e altered or amended or this corporatior
issolved by vote of threefoyrtbe FIS "a ;n
mount Of the capital stock issued at a cen.
raj meeting OF the stockholders convened
Or that purpose. Thirty 800 DAYS previous
oIcy 81 snch meeting shall have been pub.
>hed IN one Of the daily newspapers Of the
ny OF New Orleans, and copy Of said MOTTO
iai!ed by registered letter 10 each eTsre
Older at his last known residence.
Aru'ie Eili.-Nhenevcr this company may
uls2ol'ea by expiration Of this charter or
'ASI"!se, two ~ Hqudatiug commissioners
nan be elected by the shareholders al a
ehttaI meeting Of the Stockholders hold az
eTeIn provided These lquidators shau
}n,inne IN office until the full Liquidation
the corporation, or in case Of the death
either Of them, the remaining Iiguidafg-
nail continue said liquidation until the
laTeholderS see mt 20 elect a successor "a
II such vacancy.
Article IX-No stakeholder Of this co-,o-,.
'' a"dIi ever DC ltld lldblc or responsible
" the faults or contracts Of this corporation
any further sum than the unpaid balance
le the corporation on the shares owned bv
I'm; nor shall any mere inf0rmality in or.
anizaticn have the effect of rendering this
larter null, or Of exposing a stockholder 20
ny liability IN the amount Of his stock
lhus done and passed at MY office in the
ty Of New Orleans, Louisiana, on the day
Onth and year herein first above written
, the presence Of Louis Pichetto and Alfred
f. Morphy, competent male witnesses who
ereuntO sign their names with the said sp-
carers and me, notary, after due reading Of
re whole.
Original signed: August II. Flaspoller, 25
Mares; Chas. II. Hammer, shares; Henry
. Flaspoller, 80 shares; Aug F. Flaspoller,
} shares; Sid 6. Flaspoller, % shares; Der.
ard H. Flaspoller, 20 shares. Louis Pich-
TO, A. T. Morphy.
w. MORGAN GURLEY, Not. Pub.
l. the undersigned recorder Of mortgages,
and for the parish Of Orleans, State Of
ouisiana, do hereby certify that the above
nd foregoing act Of incorporation OF the
ted" was this day duly recorded IN my =.
nee. in book ll95, folio -.
New Orleans La, December 1915
(Signed) EMILE J. LEONARD, by.
| hereby certify the above and foreg2
, Be true and correct copy Of TIE oIIgrH
,t Of incorporation Of the August II. Flas-
7Iler Company, Incorporated" together with
- certificate Of the recorder Of mortgages,
" the parish Of Orleans, hereto appended
a fle and Of record in nv notarial Once n
le CITY Of New Orleans. Lousian
W. MORGAN GURLEY, Not. PUB.
an 6 l3 % u feb 10