The herald., 1916-11-02

Herein acting in their respective capaci-
ties OF president and secretary OF the Clai-
borne Avenue Sash Factory Company, Lin
tied. corporation organized under the laws
Of this State and domiciled in this city, in
stituted by an act passed before Rolla A.
rchenOr, notary public, in this city, on De-
ceTnber IS, 1908, recorded in Mortgage Once
book 9l2 70. 5S9 and amended BY another
act passed before said Notary Tichenor on
book 9S4, folio POP.
And the said appearers. acting in their
aforesaid respective capacities, declared that
company, held on January 5, 1916, as will
more fully appear by reference to the an
nexed certified extract from the minutes
thereof, the charter of the said Claiborne
was amended as hereinafter fully set forth.
and that they, said appearerS, were author
lied and empowered to cause the said amend
ment TO the charter of the said Claiborne
Avenue Sash Factory Company, Limited, to
be embodied in a Notarial Act.
Now, therefore, in accordance with the said
resolution, they, said appearers acting in
their aforesaid respective capacities, have
appeared before the undersigned notary for
the purpose OF placing said amendment TO
the charter OF the said Claiborne Avenue
Sash Factory Company. Limited, in authentic
form by Notarial Act, and hereby declare
that Articles |. II, III. ~; V. VI, VII and
VIII of the charter of the said company
shall hereafter read as follows, to-wit:
Article 1.-The name and style Of this cor
poration shall be the Claiborne Avenue Sash
Factory Company, Limited, and under that
name il shall have and enjoy all the rights
advantages and privileges granted by law TO
corporations; IL shall exist for a period of
ninety nine years from December IS, 1908; it
shall have power and authority TO contract
sue and be sued in its corporate name; to
make and use a corporate SEAL and the same
to break or alter at pleasure; to hold, receive
purchase, convey, mortgage, hypothecate and
pledge property, real, personal mixed; 10
issue bonds, notes or other obligations; 10
have and employ such managers, directors,
officers and other employees as the interest
and convenience of the said corporation may
require or demand; and to make and estab-
llsh such bylaws, rules and regulations for
the corporate management and control of
the business and affairs Of the corporation
as may be deemed necessary expedient
Article 1.-THE domicile of said corpora
ton shall be in the city of New Orleans,
State of Louisiana, but il may establish
offices and agencies throughout the United
State of America or foreign countries. All
citations and other legal process shall be
served on the president, and in his absence
sence of both of said officers, then said pro-
cess shall be served the secretary of
said corporation.
Article III.-The objects and purposes for
which this corporation is organized and the
nature of the business to be carried on by
it hereby declared 10 be- to deal in
buy and sell all kinds of lumber, sash,
blinds, furnishings and fixtures as may be
used or necessary in the erection or con-
struction of buildings; to construct and erect
or contract for the construction and erection
of buildings, workshops, and mechanical
plants, and generally, TO do and engage in
any other business, undertaking or enter
prise connected with, growing out of, ger
name or incidental to any of the objects
and purposes hereinabove set forth or con-
templated by this charter.
Article lV.-The capital stock of this cor
poratiOn is fixed at the sum of ten thousand
(sl0.0OOO0) dollars, divided into one hundred
$4,000 dollars, each, which shall be paid
for in cash, in installments on the call of
the board of directors, or may be issued at
not less than par for property purchased by
ration.
All shares of stock shall be full paid and
nom assesable. No transfer of stock shall be
binding upon the corporation unless made
shall be signed by such officers as may be
designated by the board of directors
Article N-All the corporate. powers of
this company shall be vested in. and the
affairs shall be exercised by board of d.
rectors composed of FIVE stockholders, which
number may be increased to no more than
fifteen at the discretion of the board of di-
tors shall constitute quorum for the trans
action of all business. The directors shall
be elected annually by ballot of the stock
of each year. Each stakeholder shall be en-
titled, in person or by written proxy, TO one
vote on each share of stock owned by him
and standing in his name on the books Of the
corporation. All elections shall be held under
such rules and regulations as may be deter
mined by the board of directors, but after
notice shall have been given in the manner
and form prescribed in Act No. 90 of the
General Assembly of the State Of Louisiana
for the year 1914. The directors thus elected
shall continue in Office for one year or until
their successors shall have been elected and
duly qualified. No failure to hold an elec.
ton shall be regarded as a forfeiture OF
this charter. Any vacancy occurring said
board of directors shall be filled by the re-
naming directors for the unexpired term.
The said board OF directors shall likewise
elect the additional members in case they
should determine to increase the number Of
the board as hereabove provided for. Said
board of directors shall. at its first meet
number president, a vice-president, sec
rotary and treasurer. Ii may combine the
two last mentioned Offices into and may
even elect secretary who need not be
Article Vino stakeholder shall ever be
held liable or responsible for the contract,
faults or debts of this corporation, nor shall
any mere informality in its organization have
Of exposing a stoekholder to any liability
beyond the unpaid balance due on the shares
Of stock owned by him.
Article VII.-This act Of Incorporation may
be changed, modified or altered, or this cor
poration may be dissolved in full accordance
with the terms and provisions Of the afore-
said Act No. 267 of 1914 In the event of
the dissolution of this corporation by the
expiration of its charter or otherwise, the
STOCKHOLDERS shall elect from among their
number. three liquidators who shall have
full power and authority to settle the bust
ness and affairs Of the company. In case
of the death or inability Of any Of said COM
missioners, the remaining liquidators or COM
missioners shall appoint successor or sue
cessors to him or them.
Article VIII.-No stakeholder shall sell or
in any manner dispose of the shares Of
stock owned by him in this corporation,
without having first offered the same to the
corporation through its board of directors.
in writing, and the said board Of directors
shall have the right and privilege Of pur-
chasing the same at its book value as es-
tablished by the last preceding inventory,
within thirty days from the date of said
offer.
Thus done and passed at my office in the
City Of New Orleans, on the day, month and
year, herein first above written, in the
presence Of Theodore A. Beck and Edward
Burke, both of this city, competent witnesses,
who have hereunto signed their names with
the said appearers and me, notary, after due
n-;os,.I C;c,.d. p CaarLs oresident .