The herald., 1916-10-05

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 STIMULATING for the de.
posit of said process, formula, or method, in
a safety deposit vault in some bank in the
| city OF New Orleans, which contract has al.
| ready been submitted TO and approved by
| 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, Or for whatever cause, that no fur
| 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 10 1t 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
Vincent Frye, Oswald Ogden, Ernest ]. Tay
lor and ]. Clifford Lyons, comprising all Of
the members of the board of directors of this
corporation, in accordance with the require
ments of Act 267 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 S47,sOOOO) dollars.
The capital stock of this corporation may
be increased to one hundred thousand (SlOO,-
0oo0O dollars.
Article Vail the powers of this corpora.
ton shall be vested in and be exercised by
board of directors composed of FIVE stock
holders, to be elected each year by the stock
holders at their annual meeting; each direc-
tor shall be bona hde stockholder, 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
their post Office addresses, is as follows:
a. franklin Push, s24 Gravier ST., New
Orleans, La, who shall be PRESIDENT; George
Vincent Frye. l1 n. Rendon St, New Or
and general manager; Oswald Ogden, 3l5
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.
lect from their own number the officers Of
the corporation, who shall be a president, lst
vice-president, who may or may not be gen.
eral manager, a End vice-president, a treas
urer. and secretary, who may be assistant
treasurer.
Inc 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,
and the persons receiving the largest number
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. 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-
ton 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 |
ton and control of the business of the cor |
poration, as we'll as to make all necessary |
rules and bylaws, with power to NIL any |
vacancy occurring in their number, or any |
occurring among the officers OF the
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 di- |
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 |
The books.
Article VII.-This act Of incorporation may
be modified, added to, changed or amended,
,r this corporation be dissolved by and with /
he assent of the holders of two.thirds in
amount of its then entire outstanding stock,
given at a general meeting of the stoekhold-
ers to be convened after fifteen days prior no.
ice, to be given in one Of the daily newspa-
oers published in the city of New Orleans,
n additional 20 the personal notice to each
& the stockholders, as provided in Article
VI Of its charter; and such changes as may
De made in reference to the increase or de-
,rease of the capital stock shall be preceded
by such notice, delays and formalities as are
by law enforced
In the event Of the dissolution Of said cor.
,oration, either by limitation of its charter,