The herald., 1916-09-28

: Term ana period OF nlnety-uine (99) wears
I from and after the date hereof and shall
! have power and authority TO contract. sue
ana De sued; 10 accept and receive mortgages
| pledges, or other hypothecations; to make and
use corporate seal, and the same to break
ana alter at pleasure; TO purchase, receive
lease, hold. or otherwise acquire and convey
as well as mortgage and hypothecate under
ITS corporate name, property both real and
personal and mixed; 70 borrow money and
| make and issue bonds and other evidences
OF debt, and TO secure the same by mortgage
or otherwise; TO name and appoint such man
ayers and directors, officers and agents, as
the interest and convenience of said corpo-
ration may require; and TO make and estab-
| llsh, as well as alter and amend at pleasure,
such bylaws, rules and regulations for the
management and regulation of the affairs Of
the corporation as may be necessary, proper
or convenient.
Article. 1.-THE domicile of this corpora
tion shall be in the city of New Orleans,
and all citations or other legal process shall
be served upon the president of the corpora.
ton, or IN his absence, upon the vice presi-
dent.
Article III.-The objects and purposes for
which this corporation is established, and the
nature OF the business to be carried on by it.
are declared and specified to be: to buy, sell,
deal in, lease, store and repair automobiles
and motor vehicles of all description, and
their parts, accessories and supplies therefor
and appurtenances thereto. for its own &C.
count and as agent for others; to operate au-
tompbile garages. and TO manufacture auto
mobiles, automobile tops, bodies, and other
automobile parts, supplies, accessories and
appurtenances.
Article IV.--The capital stock of this cor.
poratIon is hereby fixed at ten thousand
(Sl0,OOO.0O dollars, divided into and repre-
scented by one hundred GOO shares of the
par value of one hundred $4,000 dollars
each, which shall be paid for in cash, or may
be issued, at not less than par, fer property
actually received or services actually rem
dered to the corporation This capital stock
may be increased TO the sum of one hundred
thousand dollars (Sl00,OO0OO). All stock shall
be transferable only upon the books of the
company and in accordance with its bylaws
and regulations.
Article Vail the powers of this corpora.
tion shall be vested in and exercised by a
not less than three 90 directors, who shall
elect from their number a president, vice
president-treasurer and a secretary. The said
board OF directors shall be elected annually
on the second Monday of each year, the first
election to be held in the year 1917. All such
elections shall be by ballot, at the Office of
the corporation. Notice of annual meetings
as we'll as of special meetings of stockhold
ers, shall be given by written notice mailed
ten days in advance of the date fixed for such
meeting, TO each stakeholder appearing as
such on the books of the company, at his last
designated adde's or q! I'll the General ne De
mated an address. Each shareholder is enti
tied TO one vote for each share of stock
standing in his name on the books of the
company, said vote to be cast in person or
by proxy, and the majority of votes cast
shall elect. The board of directors shall
have the power to fill all vacancies which
may occur on the board, even though no quo
rum remain at the time such vacancies are
to be filled. Failure TO elect directors on
the day above specified shall not dissolve
the corporation, but the directors then in
Office shall remain in office until their sue.
cessors are elected. The directors may elect
such other officers as they deem necessary
or convenient for the carrying on of the COM
pany's business, and shall have power TO
unite two or more Offices and to confer the
same upon one person, or TO dispense with
any office in its discretion. The board OF
directors shall also have power to make and
establish, as well as alter and amend, al!
bylaws, rules and regulations necessary and
proper for the support and management OF
the affairs and business of the corporation,
and not inconsistent with its charter; pro-
vided, that the salaries of officers shall be
fixed only with the consent and approval OF
eighty 5000 per cent of the stockholders
Two (2) directors shall constitute quorum
for the transaction. of business. At any
meeting of the board of directors, any direc-
tor absent from the meeting may be repre-
sented by any other director, who may cast
the vote of the absent director according to
the written instructions OF said absent direc-
tor. Until the annual meeting IN u, ~ tIi tne
ing: John B. Ferguson, whose Post-oftce ad.
dress is 145O State street. New Orleans, La: /;
Philip f. Baugh, whose post-ofhce address is
i444 State street New Orleans, La; and Julian
Herndon, whose post-office address is l444
State street, New Orleans, La, with Philip
F Baugh as president John B. Ferguson as
vice northumberland and Julian Herndon
as secretary.
be modified, changed or amended, or this cor.
poration may be dissolved IN the manner
provided by law, by a vote of two-thirds (Z-5l
of the entire outstanding capital stock OF
eral meeting of the stockholders convened for
such purpose, after previous notice snali
have been given in the manner ABOVE re-
q,rired to be given of the annual meeting
Of the corporation. The capital stock OF the
CORPORATION may be increased or decreased
by proceedings in accordance with the laws
of the State of louisiana.
Article VILE this corporation shall be
dissolved, either by limitation or from any
other cause, its affairs shall be liquidated by
three 90 commissioners, to be appointed az
the meeting of stockholders convened Tor the
purpose of liquidation, and to be elected oy
the vote of all the stockholders voting upon
parity. Said liquidators shall remain IN
Office until the affairs of said corporation
shall have been fully settled and liquidated,
and they shall have full power and authorny
to transfer and give title to all me PrSTPety
butte the proceeds. In case OF the deatn,
disability or resignation OF one or more
Iiquidators, the vacancy shall be hiied oy
the survivor or SURVIVORS.
Article yIII.-No stakeholder shall ever be
held liable or responsible for the contracts
or faults of said corporation in any furtner
sum than the unpaid balance due on the
shares Of stock owned by him, nor shall any
mere informality in organization have the
effect of rendering this charter NULL or OF
exposing any stakeholder TO any iaoiiity
beyond the amount due on his stock.
One.half (Ik) Of the authorized capital stock
of this corporation is subscribed Tor a. .nI
time of the execution of this charter las WI.
annear by the signatures of the subscribers
to this instrument, serving, as me oIis'u IA
amount subscribed for has been paid IN, IN
cash, at the execution hereof.
Thus done and passed. at my office, IN tns
CITY of New Orleans, on the day month anu
var 6-st above written in the presence OF
Monte NJ. Lemann and ST. John Ferret. com
netent witnesses, who have hereunto SUD
srr;bed their names together with me, notary,
and said appearers, after due reading OF tne
whole. -,
Original signed: Names of subscribers
omitted.
Witnesses: Monte M. Lemann st. John
Perret.
WATTS K. LEvERICH, Not. Pub.
7 the undersigned recorder of mortgages
IN and for the parish of Orleans, State OF
louisiana. do hereby certify that the above
and forsso;ng act of incorporation of the
New Orleans Motor Company, lnc-,, was ,n,s
day duly recorded in my cffiee IN oo soIs iNo''