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

Orleans; each share of stock shall be enti-
tied to vote, to be cast in person or by
written proxy, and a majority of votes cast
shall elect. Any vacancy occurring among
the directors by death, resignation or other
wise, shall be filled by the election for the
remainder of the year by the remaining d.
date above specified shall not dissolve or
affect the corporation, but the directors then
in office shall remain in office until their
Succes Sors are elected and qualified, and
soon as possible thereafter, after due notice
thereof shall have been given for the time
and in the manner above provided.
Four directors shall constitute 4 quorum
for the transaction of any business, and the
board of directors at their first meeting
| following each annual election, shall elect
one of their own number to be president,
another TO be vice-prcSident: shall also elect
secretary and treasurer and may elect an
assistant secretary and treasurer. The sec
retary-treaSurer, assistant secretary and as
| sistant treasurer need not be members of the
| board. The board shall have power, in their
discretion, TO unite the office OF secretary
| and treasurer. The said board of directors
| may appoint an executive committee OF the
| board, TO consist Of four directors two Of
| whom shall constitute quorum with power
| to act. and the board Of directors may dele
| gate to said executive committee from time
! to time as they see fit, any and all of the
| powers vested in them a board of direc-
| tors, and may also appoint, from time 10 time.
such officers, clerks, agents or other employees
| as they may deem necessary, provided the
| board shall not have power 10 elect any Off.
| Ger, clerk, agent employee for a fixed
| term, but all shall hold office only at the
| pleasure OF the board And said board may
| make and establish, as well as alter and
| amend, any and all bylaws, rules and reg
| ulatlons necessary and proper for the amend
| ment and control Of the business and affairs
| of this corporation.
| Said board shall also have full power and
| authority To borrow money, execute mort
| mt ny Frg~ 0ll Tgra+t Nr,= Il
| generally 10 do all thugs reasonably nee
| essary for the proper carrying of the bus
| mess, as also to Issue and deliver full paid
| shares OF stock OF the said corporation in
| payment OF money borrowed or property
actually received by said corporation.
! Any director shall have authority 20 ap-
point in writing a stockholder not already
| a member OF the board to represent him as a
| director at board meetings; or he may ap.
| point in writing another director. and in such
| event such absent director shall he counted
as II personally present at the said meet
ing for purposes of a quorum, voting and
for any and all purposes
The first board of directors OF this cor.
poration shall consist Of Martin II. Manion
dent; Lewis NJ. Dalgarn, treasurer: Rober,
l. McOhesney, secretary. general manager
| Directors, Frank Bethune, Chas. f. Moro
neg, and Lionel F. Favrot. Said director,
held December, 1917. or until their spcces
sors are elected and qualified. the aforesaid
officers, however, holding their Offices onl,
at the pleasure Of the, board; and all sue
stockholders of record. No director Shall
have the right 10 endorse for any one, an,
IN case OF violation Of this provision, his of
nee as director may be declared vacant an,
successor elected by the board
Article V.-Whenever this corporation ma,
be dissolved, either by elimination, or an,
other cause, its affairs shall be liquidatet
by three stockholders to be appointed at th
general meeting of stockholders which is con
vened tor the purpose of liquidation, or a
any general meeting of stockholders afte
liquidation is decided upon. Said commits
siOners shall remain in Office until the affair
OF the corporation shall have been full,
settled and liquidated, and in case of dealt
| OF one or more of the commits SiOners the va
cancy shall be filed by selection by III
commissioner. Said commissioners are there
by vested with full power 10 sell, transfe
and give title to all the property, real. per
sonal, or mixed OF the corporation, and dis
tribute the proceeds thereof among the stock
, holders.
Article VI-This act of corporation ma,
be modified, changed altered, or this cor
poration may be dissolved with the assen
OF two-thirds 2-O of the capital stock rep
resented at any general meeting of the stock
holders convened for such purpose, after writ
ten notice shall have been mailed by reg
istered letter, to each stakeholder. who aF
pears as such upon the books, to the pos
office address designated by him, not les
| than four weeks nor more than six week
| Counting day Of making and day of meeting
preceding the general meeting called for tn
purpose of liquidation
, Article NlI.-No stockholders shall ever b
. held liable or responsible for the contract
or faults OF said corporation for any furthe
, sum than the unpaid balance due on tn
. shares of stock held by them, nor shall an
intormality in organization have the effeC
OF rendering this charter null, or exposin
! its stockholders to any liability beyond tn
\ lFrnnT hr(h ma. L.
If not full paid
Thus done and passed in my Office in thi
city on the 9th day of September, 1916, i
the presence of John Wentworth and NJ {
unto signed these presents, together with sal
appearers and me. notary, after a reading {
the whole.
Signed: Martin II. Manion, shares, $50
X. l.. McChesney, 5 shares, $500; Frank b,
thune, share, 500; L. NJ. Dalgarn, 5 share
$500; Lionel F. Fsvrot, shares, $500; Cha
Z. Moroney, shares, 500; II. Jordan MacI
enzie, shares, $500. Witnesses: NJ G. Steii
y John Wentworth.
H. w. KAISER, Not. Pub
i hereby certify the above TO be tn
> and correct copy of the original of record an
l. on nile in my notarial Office.
:, II. w. KAISER Not. Pu
d /, the undersigned recorder of mortgages
i and for the parish of Orleans, State of Lo-
d isiana. do hereby certify that the above ar
7 foregoing act of Incorporation of the Pelics
d Dri-Crete CO., Inc, was this day duly r
= corded in my Office in book l2Ol, folio 90
I, New Orleans, October 3, 1916
e EMILE J. LEONARD, by.
d oct II l9 % nov 9 10