The herald. [volume] (New Orleans, La.) 1905-1953, 1916-11-23

| ISldiid, 1 dIlsn OF OTltdHs, lily OF New
Orleans.
Be it known that this thirteenth day
| OF November, in the year OF our Lord nine
| teen hundred and sixteen and OF the indie
| pendence of the United States of America
the one hundred and forty-hrst before me,
| Henry Leon Sarpy, a duly qualified notary
public in and for the city, parish and state
| aforesaid, and in the presence of the here
| matter named and undersigned witnesses,
| personally came and appeared the persons
| subscribing hereto, who declared that avail
ing themselves OF the constitution and laws
| corporations they have covenanted and
| agreed and do by these presents agree, bind
and constitute themselves, their successors
and assigns, and such persons as may here
after become associated with them into a
corporation for the purposes and under the
| following articles Of Incorporation:
Article 1.-The name of this corporation
| shall be W. A. Dilzell, Inc.
Article 1.-THE objects and purposes for
which this corporation is formed is TO con-
duct general contracting, construction, en-
gineering, repair and supply business, for
| itself and for others, including the install
latlOn, 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
supply establishment, TO buy and sell mer-
chandise incidental 10 above and all other
| 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 money
or property actually received, in such
amounts and on such terms 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
10 for said number OF shares, in considera-
ton whereof said Walter A. Dilzell hereby
sells, assigns, sets over and delivers all of
the assets of the electric contracting bust
ness heretofore conducted by him. in this
city 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 liza
bilities which are attached hereto, made part
hereof and marked Exhibit A. TO identify
1t herewith.
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 well 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 stockholder shall have 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 ressued as treasury stock
by the board Of directors.
Certificates of stock shall be signed by the
president vice-presdent 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 on 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 jurisdictions;
to make and use a common seal and alter
the same at pleasure; to acquire property,
real, personal and mixed, in and out of the
and to devise 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
miss them at its pleasure; to increase or
diminish its capital stock; to make bylaws,
not inconsistent with any existing law, hx-
ing altering the management OF its prop
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
sell, hypothecate or pledge such stock; to
acquire its own stock by purchase or other
wise, and TO dispose of or retire same pro-
vided that the capital stock of this corpo-
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 immuni-
ties granted by law to such corporations.
Article VI.-All the corporate powers of
this corporation shall be vested in and exer-
cised by board of directors to be COM
posed of three stockholders, each of whom
Shall own in his own right not less than one
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
ing after the annual election, elect from
their own number a president and vice.
president, and shall elect secretary-treas-
urer who need not be stakeholder, or may
elect a secretary and treasurer, neither OF
whom need be a stakeholder.
The first board of directors shall consist
of Walter A. Dilzell, residence 252 Vallette
St, Algiers, La: William H. Ennis, resi-
dence 625 Perdido ST., New Orleans, La;
FREQ AV<1 s1lNth ~"
Orleans, La, with the said Walter A. Dill
zell as president William III. Ennis as vice
president Mrs. George w. Berry as secre;;
who shall hold office until
their successors are elected and qualified
after the first annual meeting in 1917.
The annual meeting of the stockholders for
the election of directors and such other bus,
mess as may come before it, shall be held
on the first Tuesday of November of each
year, beginning in 1917.
All elections shall be by ballot. The fall
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
at any meeting of the board
by written proxy. The board of directors
may, when il deems IL necessary, convene
meetings of the stockholders.
Article V1I.-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 may 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 indirectly.
Notices of stockholders meetings shall be in
wr,tiuo and shall he daliv-ered m each |