The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-21
CHARTER
, OF W. A. DILZELL, INC.

! Pendence Of, the United States of AmrIic.
the one hundred and forty-irst, before me
public in and for the city, parish and st,t,
Aforesaid, and in the presence of the here
matter named and undersigned witnesses
personally came and appeared the person.
. SUBSCRIBING hereto, who declared that avail
ing themselves OF the constitution and law,
; OF tins state relative TO the organization OF
corporations they have covenanted and
/ / agreed and do by these presents agree HIM
and constitute themselves their successor,
and assigns, and such persons as NAV here
after become associated with them into a
corporation tor the purposes and under the
Article THE name of this corporation
shall be W. A Dilzell, Inc
Article 1.-THE objects and purposes for
winch this corporation is formed is 10 con-
duct general contracting, construction, en-
gIneerng, repair and supply business for
itset and for others, including the install
ration, equipment, erection and repair OF
steam, electric, water, gas and power plants
OF all kinds, railways and railroads, pole
lines and all manner of electric work, light
ing systems, public and private, 10 conduct
a supply establishment, TO buy and sell mer-
chandise incidental to above and all other
things necessary or incident to the above
objects and purposes.
Article III-The capital stock of this cor
| poration IS hereby fixed at twenty thousand
dollars, divided into one thocsand shares of
the par value OF twenty dollars each. Stock
! shall be paid for in labor done or money
amounts and on such terms as shall be fixed
/ by the board of directors. Nine hundred and
| nInety-eight (99S shares full paid shall be
issued to Walter A. Dilzell, subscriber here
! to for said number of shares, in considera-
| ton whereof said Walter A. Dizell hereby
| sells, assigns, sets over and delivers all of
! the assets OF the electric contracting bust
ness heretofore conducted by him in this
! city as of date October /, 1916, and this COM
| pany accepts same and acknowledges due
delivery thereof, and in further considera-
ton therefor assumes the Liabilities thereof,
! the whole as per list of said assets and LA
! bilities which are attached hereto, made part
hereof, and marked Exhibit A" TO identify
| it herewith.
And the appearers, being all of the sub
scribers hereto and officers hereof, to-wit:
Walter A. Dilzell, William II. Ennis and
| Fred Tanner, being by me first duly sworn,
did depose and say that the property herein.
above transferred to this company by said
Walter A. Dilzell is we'll known to them,
| and that they and each of them hereby
value and appraise same at the sum of nine
| teen thousand, nine hundred and eighty dol
| lars, and further declare that, including the
| amount of capital stock issued to Walter A.
! Dilzell, twenty thousand dollars, consisting
| of all of the capital stock of this company,
has been subscribed and paid for.
No stakeholder shall the right TO
dispose of his stock in this company with
out having first offered it, in writing, at its
then book value, to the board of directors,
who may purchase same for the company and
may be retired reissued as treasury stock
by the board of directors.
Certificates of stock shall be signed by the
president vice-president and the secre-
tary, or secretary-treasurer, if one officer.
Article IV.-The domicile of this corpora
ton is fixed in New. Orleans, Louisiana.
Citation shall be served on its president, in
his absence on the vice president, in the
absence of both the secretary-treasurer
if one officer; if two, on the secretary and
in the absence OF all three on the treasurer.
Article V.-The corporation in its corpo-
rate name shall have the right to have and
enjoy succession for ninety-nine years from
the date of this charter; to sue and to be
sued in any court of competent jurisdiction;
to make and use common seal and alter
the same at pleasure; to acquire property,
real, personal and mixed in and out of the
State of louisiana, by Grant, gift, purchase,
and to devise or bequest; to lease, hold and
dispose Of, and to mortgage and pledge the
same; to appoint such officers and agents
as the business of the corporation may re-
quire; to fix their compensation and to dis
diminish its capital stock; to make bylaws,
not inconsistent with any existing law, hx-
ing or altering the management of its prop
erty, the regulation and government OF its
affairs and the manner of its certihcation
and registration of its stock; TO acquire and
hold stock in other corporations, and, If
desirable, to issue its stock in payment for
capital stock in other corporations, and to
sell, hypothecate or pledge such stock; to
acquire its own stock by purchase or other
wise, and to dispose of or retire same pro-
ration shall not be diminished below the
amount provided by law; to conduct bust.
ness in this state, other states, the Federal
districts, the territories and possessions OF
the United States, and in foreign countries;
to wind up and dissolve itself and generally
to enjoy all rights, privileges and lmmuni-
ties granted by law to such corporations.
Article VI.-All the corporate powers of
this corporation shall be vested in and exer-
cised by a board of directors to be COM
posed of three stockholders, each of whom
full paid and unpledged share of stock, to
be elected by the stockholders annually, be-
ginning at the annual meeting of 1917. The
board of directors shall, at their first meet
their own number a president and a vice
president, and shall elect secretary-treas-
urer who need not be a stakeholder, or may
elect secretary and treasurer treasure neither OF
The first board of directors shall consist
of Walter A. Dilzell, residence 232 Vallette
ST., Alsiers La; WILLIAM H. ennis Ennis, resi-.
Fred Tanner, residence 1923 Sixth ST., New
Orleans, La, with the said Walter A. Dill |
cell as president, William II: Ennis as vice |
president Mrs George w. Be Berry , as sse e.;
their successors are elected and qualihed
after the first annual meeting in 1917.
The annual meeting of the stockholders for
mess as may come before it, shall be held
on the first Tuesday OF November OF each
year. beginning in 1917.
Ali elections shall be by ballot. The fail |
ure to elect shall not vacate any Office, and
all officers shall hold over until their sue |
cessors are elected and qualified. All vacan- /
cies in the board of directors or the officers
shall be filled by the remaining directors |
With the written consent of all the direc-
tors meetings of the board of directors may |
be held outside of the State of Louisiana, /
or within the State elsewhere than at the |
corporations donHdle. Directors may be
represented at any meeting of the board
by written proxy. The board of directors /
NAV, when il deems il necessary, convene
meetings of the stockholders.
Article VII.-Each stakeholder shall, at
every stockholders meeting be entitled to |
one vote, in person or by written proxy, for |
each share Of capital stock held by him, or
he NAV send his vote by letter, the sigma
ture OF which must be acknowledged before
a notary public or other officer authorized to
take afidavits Stockholders shall have the
right of cumulative voting in the election
Of directors. Shares of stock in this cor
poration legally or .equitably belonging to
IL shall not be voted, directly or indirecfly.
Notices of stockholders meetings shall be in
writing and shall be delivered to zach
stakeholder, at least fifteen days before the
date of such meeting by depositing. such
notice in the post Office, post prepaid, ad-
dressed to each stakeholder at his last ad-
dress, which must be furnished to the sec
rotary by such stakeholder, or such notice