The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-28

which electrodes is a secret and known solely
to the said George Vincent Frye.
Said assignment shall be further evidenced
and supplemented by a contract between the
corporation and the said George Vincent
Frye, providing and stipulating for the de-
posit of said process, formula, method, in
a safety deposit vault in some bank in the
city. of New Orleans, which contract has al
the said Frye and the Board of Directors Of
this corporation.
And it is further understood that at the
termination of this corporation, whether by
limitation, by voluntary or involuntary dis
solution, ~ for whatever cause, that no fur
Their rights TO the said "Frye's Process and
secret electrodes shall remain in this cor
poration, or in any of its stockholders or
creditors, but that all of the rights which
are granted TO it as above set forth, shall
| at once revert and become vested in the said
George Vincent Frye, his heirs or assigns.
And the said A. Franklin Pugh, George
Tor and J. Clifford Lyons, comprising all of
the members of the board of directors of this
corporation, in accordance with the require
ments of Act 27 of 1914, of the Legislature
and appraise the right of use to said pro-
cess, formula or method and electrodes at the
valuation of forty-seven thousand FIVE hun
dred $4,000 dollars.
The capital stock of this corporation may
be increased to one hundred thousand $780,
00o0O dollars.
Article Vail the powers of this corpora
ton shall be vested in and be exercised by
a board OF directors composed of hve stock
holders, TO be elected each year by the stock
holders at their annual meeting; each drec-
tor shall be bona hde stakeholder, and the
first board of directors shall serve until the
election to be held on the first Tuesday in
February, 1917, and until their successors
are elected and qualified, which board, with
their post Office addresses, is as follows:
A. franklin Pugh, s24 Gravier St. New
Orleans, La, who shall be PRESIDENT; George
Vincent Frye. l1 ~. Rendon ST, New Or
and general manager; Oswald Ogden, 3ls
Walnut street, New Orleans, La, who shall
be End vice-president; Ernest J. Taylor, S24
Gravier street, New Orleans, La, who shall
Clifford Lyons, s24 Gravier street, New Or
leans, La, who shall be treasurer.
On the lst Tuesday in February, 1917, and
annually, thereafter, except when such day
! next following lay day. the stockholders shall
elect board OF directors for the ensuing
year, the board already installed to continue
to hold over until their successors are elected
The board of directors so elected shall Sc.
lecr from their own number the officers OF
the corporation, who shall be a president, LIST
vice-president, who may or may not be gem
eral manager, End vice-president, a treas
urer. and secretary, who may be assistant
treasurer.
The ONCE OF the secretary ana treasurer
may be held by one and the same person as
secretary-treasurer, as may be determined
by the board.
The election of directors shall be by ballot,
Of votes Shall be declared elected. For elect
ing directors or for any other purpose, each
share of stock, whether present or by proxy,
shall be entitled to one vote A majority OF
the votes cast shall be required to pass any
resolution, or decide any question submitted
to the stockholders, except for the alteration
or amendment Of this charter, or the dissolu-
tion of the corporation, as hereinafter pro-
vided.
The said board of directors shall have power
and authority to make all necessary rules
and regulations for the management, opera
tion and control of the business of the cor
ooration. as we'll as to make all necessary
rules and bylaws, with power to NIL any
| vacancy occurring in their number, or any
vacancy occurring among the officers of the
corporation. A majority of the directors vot-
ing at any one time, in person or by proxy,
| shall be required to pass any resolution, or
adopt any bylaws, and which, when so adopt
ed, shall become valid corporate acts:
Article VI.-Notice of all meetings of stock
holders for electing directors, or for any other
purpose, except as may be hereinafter d.
rected, shall be given in writing by the sec
rotary, to be deposited in the mails at least
| fifteen days before such meeting, directed to
| each stakeholder at his last known address
appearing upon the books of the corporation,
unless said notice is waived in writing by
all the stockholders appearing as such upon
the books.
Article VII.-This act of Incorporation may
| be modified, added to, changed or amended,
| or this corporation be dissolved by and with
| the assent of the holders Of two.thirds in
amount of its then entire outstanding stock,
given at a general meeting of the stockhold-
ers to be convened after fifteen days prior no.
| tice, to be given in one of the daily newspa-
| in additional to the personal notice TO each
CT the stockholders, as provided in Article
vi of its charter; and such changes as may
| be made in reference to the increase or de.
crease of the capital stock shall be preceded
by such notice, delays and formahties as are
/ by law enforced.
| In the event of the dissolution of said cor
poration, either by limitation of its charter,