The herald. [volume] (New Orleans, La.) 1905-1953, 1916-11-02

toned teams, equipment and accessories; "a
contract for and generally to do and perform
hauling and delivery OF goods, chattels
freight, luggage, building material wreck
age, earth, brickbats filling for lots, prop.
erty, canals and generally to haul and de-
liver materials and articles Of any, all and
every kind and description whatsoever; to
own and operate harness repair and gen
eral blacksmith shop. and generally to do
anything germane, necessary, touching, CON
corning, or incidental to the conduct Of the
business and purposes herein contemplated
and such as Is generally engaged in by a
corporation OF this nature and character.
Article lN.-Ihe capital stock OF this cor
Iporaton IS hereby fixed at the sum of ten
| thousand (Sl0GU.O0 dollars, divided into
and represented by one hundred QOO) shares
Of stock of the par value of one hundred
l$l00CO dollars per share. Said stock shall
be paid for in cash, at such time and after
such notice to the subscribers as the board
| issued at not less than par for labor done
OF services rendered for the said corpora
| non or property or rights actually received
| by said corporation. That where there are
| subscriptions 90 the capital stock Of this
| poration of property or good will or for labor
| done or services rendered for this corpora
ton, there must appear IN, or be annexed 10,
| the articles Of Incorporation and be read in
| connection Herewith, an accurate detailed and
| ltemlzed description OF such property, as to
| amount, location, extent, character and state
| Dt Improvement, together with a statement Of
| ITS value as appraised by the directors, and
| A statement Of the value placed upon any
| good will or for labor done or services rem
| dered, included in the capital stock If
| the giving Of the property or good will OF
| for labor done or services rendered is effect.
| ed in exchange for stock which transpires
| subsequent TO Incorporation, a similar de-
| Scrption and appraisement must be filed in
| The ONCE OF the Secretary OF State, and in
| The Office OF the clerk and ex-oficio recorder
| )t mortgages IN the parish Of its dOnIicIle,
within ten days after the subscription, when
| stock issued shall. in the absence of
| fraud. be ful-paid stock
The amount to which the capital stock may
| be increased shall At no time exceed the
sum Of one hundred thousand (SlO)lOOOC)
| dollars, except as IS contained in and pro-
| vided by Section SIX co. OF Act No. 2o7 OF
| The General Assembly Of the State of Lou
isiana for the year 1914.
This corporation shall be going concern,
| and shall be authorized to commence bust
ness, when and as soon as five thousand
! dollars OF fifty shares of IT'S capital stock
| shall have been subscribed. and twenty-five
hundred dollars or twenty-five shares OF its
capital stock shall have Ucen paid for; all
in accordance with the requirements OF Act
No. 2o7. Of the General Assembly, of the
State Of Louisiana for the year 1914.
Article V.-All of the corporate powers of
SAID corporation shall be vested in and eX-
ercised by a board of directors, 10 be COM
posed Of not more than hve 80 and not less
than three 90 stockholders, majority of
whom sitting at any time snail constitute a
quorum, said directors to ne elected annually
on the second Monday Of October beginning
III me year ISiI. EdCn stOCknOlder snail be
entitled in person or by written proxy, 20
one vote for each share the capital stock
held by him and standing in his name on
the books OF the corporation, or he may send
must be acknowledged before a notary pub
lie other officer authorized TO take afida-
Wits. The stockholders of this corporation
are herewith given and granted the right of
cumulative voting in the election of officers
or directors. All elections shall be held
under such rules and regulations as may be
determined by the board of directors, after
legal notice of such election shall have been
given to each stakeholder by mail, sent to
his last known address, be published in
one of the daily newspapers published in the
English language IN the city, of New Or
ceding. such election. The directors thus
elected shall continue in Office until their
successors shall have been duly elected and
garded as forfeiture OF this charter. Any
vacancy occurring on such board OF direc- |
tors shall be filled by the remaining direc-
tors for the unexpired term, when a vacancy
shall be considered TO exist at any time when
the maximum number of directors provided
by this act of Incorporation not in Office |
and actually so serving. Said board of di- |
rectOrs shall, at its first meeting after its |
election, elect from its members a president, |
one or more vice-presidents, a secretary and |
treasurer, and a manager or superintendent. |
1t may combine the office of secretary and |
treasurer into one, and may even elect a sec |
rotary who need not be a stakeholder or |
director. Said board of directors shall have |
the right and power to appoint and discharge |
such clerks and employees of the corpora |
ton, including the secretary who is not |
stakeholder or director, conditions may
justify or the business of the corporation |
may require. The tenure of Office Of all of |
the employees of this corporation shall be |
during the pleasure Of the board of directors. |
The board of directors may, from among its |
members, appoint an executive committee, |
which said committee shall consist of three |
M he of
the corporation, and the board of directors |
may delegate such managerial powers as it
deems necessary to the executive committee,
which said committee shall report at each |
meeting of the board of directors. The board
OF directors may name and appoint such
other committees as it may deem necessary
for the purposes of the business of this cor
Article Vino stakeholder shall ever be
held liable or responsible for the contracts,
faults, debts or duties of this corporation,
nor shall any mere informality in its organ
ization have the effect of rendering this
charter null, or of exposing its stockholders
to any liability beyond that every subscriber
to the capital stock of this corporation,
though not a holder, shall be personally La,
bic TO the creditors of this corporation to an
amount equal to the unpaid balance on the
stock, for which he has subscribed. Trans
ferees shall not be liable unless ii be shown
that the stock acquired with knowledge
OF the conditions which would make the sub
scriber liable; where both subscriber and
tranSferee are haDle, tne naDillty snail De IN |
solido, and the liability shall continue as to
both, after any disposal of the stock. Fur
ther, that if stock be issued for property in
of the provisions of this act, or if
any dividend or other distribution of the as
sets bemsde other than from net profits, or
# reduction of capital be made under the
yuise Of a loan to stockholders, or If any
report or statement public notice shall
not be made as required by law, or if made
shall be false in any material representa- |
ion, the directors of such corporation voting
,r asserting thereto shall be jointly and I
'everally liable to the creditors of this cor !
ooration for any loss or damage arising !
herefrom, and in the case of reports, state | ,
nents and public notices required by law, /
he officers shall be jointly and severally I
liable with the directors, as provided above; !
provided, however, that if the knowledge ;
equired for the making of statement or re- | /
'ort as prescribed by law, be not practically !
the officer or director making il !
hall not be liable as herein set out. Ii
Article Widths act of incorporation may c
,e changed, modified or altered, this cor 4
,oration may be dissolved with the assent Y
4 the stockholders owning two-thirds (2-0 I
# the issued stock of this corporation, or Z
nay be further modified with the assent of
he stockholders owning three-fourths go S
4 the issued stock of this corporation; all {
Assembly of the State of Louisiana, for the '
'ear 1914, at a meeting of the stockholders s
onvened for that purpose, and after due
iotice shall have been given each Of said '
as provided for in Article V, 2
4 this charter act of Incorporation, except |
hat whenever in the judgment of the board !
4 directors il shall be deemed advisable, {