The herald., 1917-02-01

capital stock have been subscribed and paid
for.
Article VI-Au the corporate powers of
TIN, corporation shall be vested in, and the
mauagcmcnt and control Of its business and
affairs conducted by board OF directors
composed OF three stockholders, two OF whom,
Nha!! constitute quorum; no member OF
SAID board 70 own or subscribe for less than
one share Of stock. Said directors shall be
elected by ballot at a general meeting OF
the stockholders TO be held on the first
Tuesday after the second Mondoy IN Jam
uary, !ylS; and annually thereafter on that
In the meanwhile the following stockhold
. e4s shall serve as directors, tO-wit:
Clark Hines. Aaron Levy and Adolph Die
fenthal, with Aaron Levy as president, Clark
/ Hines as vice-president and Adolph Dleten-
thai as secretary-treasurer Every stock
holder shall be entitled, in person or by
proxy, 10 vote for every share of stock
/ owned by him. All elections shall be held
under such rules and regulations may be
determined by said board OF directors. Ten
days written notice, directed ITO the last
known address OF every stakeholder shall
be given OF all elections.
The directors thus elected shall continue
in office until the second Monday of Jam
uary 1918, or until their successors shall
have been elected or qualified; any failure
to elect officers directors shall not be
considered as a forfeiture of this charter.
Any vacancy occurring the board of di-
rectors shall be filled by the remaining di-
rectors for the unexpired term. A majority
OF the directors at a meeting shall cOnsti-
tute a quorum for the transaction of any
! business.
! Said board of directors is especially vested
with the power and authority to mortgage
! or pledge the property, real personal and
mixed, OF the corporation as they may deem
! lt and proper; TO purchase, hold own, mort
| gage, pledge, lease and dispose OF real es-
| tate improved and unimproved, city and
| country; to execute mortgages, issue notes,
! bonds and other evidences of debt, and to
| borrow and lend money same to and from
| individuals, firms and corporations, at such
| times, for such prices and upon such terms
and conditions, as they may deem advisable.
Said board of directors shall make all the
| rules, regulations and bylaws for the gov
eminent, control and management of the
! business and affairs of the corporation, and
alter, amend and change the same at pleas
| ure.
The following stockholders are hereby de.
| clared to be the first board of directors OF
this corporation, all of whom shall hold Of
fee until the second Monday of January,
1918, or until their successors shall have
been elected and qualified; Clark Hines
+0l2 Orleans St., Aaron Levy, H0+ Robert
street and Adolph Diefenthal H02 Robert
street, with Aaron Levy as president, CLARK
Hines vice president and Adolph Diefen
thai secretary-treasurer.
! Article NII.-No stakeholder shall ever bc
held liable responsible for. the contract:
or faults of said corporation in any furthe
sum than the unpaid balance due on tnt
| shares of stock owned by hin. nor shall any
mere informality in organization have The
effect OF rendering this charter null or ex
posing a stakeholder to any liability beyond
the amount of his unpaid stock, nor shall
any informality or irregularity in organiza
! ton ever have the effect OF rendering any
stakeholder liable as a partner.
Article NIlI.-This act OF incorporation
shall be changed, modified or altered o
this corporation shall be dissolved, with thu
assent Of two-thirds (2-0 of the stock o
the corporation, present or represented at
general meeting called for that purpose, afte
prior notice in writing to each stockholde
or mailed to him at his last known post OF
fee address, in accordance with the term
OF act 267 OF 1914.
At the expiration of this charter or TIL
earlier dissolution of this corporation 70
any cause, its affairs shall be lquidate'
by one or more liquidators to be elected b!
the stockholders, all of whom shall holt
stock IN said company and the said commls
siOners are hereby vested with full powe
and authority to liquidate the affairs of SAT-
company in accordance with the terms o
section go of Act 267 of 1914.
r Article IX.-The appeareTs hereby declar
that they have subscribed to the numbe
of shares opposite their names, and the sig
natures thereto shall constitute teir orig
natures thereto shall constitute their orig
corporation in the proportion set opposit
their names.
Thus done and passed, in my notaral offic
in the city OF New Orleans, on the day
!
the presence of Herbert w. Kaiser an
Martin ii. Manion, competent witnesses, VIII
. hereunto subscribe their names, with tn
said appearers and me, notary, after du
reading of the whole.
Signed: Aron Levy, 20 shares; Clar
Hines, IS shares; Addlph Diefenthal,
| shares.
Witnesses: H. w. Kaiser, NJ II. Manior
MEYER S. DREIFUS, Notary Public
l, the undersigned recorder of mortgage:
| Co. r,Gh nf (1rla and nf NP
I Orleans, do hereby certify that the abov
and foregoing act of Incorporation of tn
Motor Parts Company, Incorporated, was TIL
day duly recorded in my Office, in book 10
folio -.
New Orleans. December 30. 1916.
: (Signed) EMILE J. LEONARD, by. R.
. "A true copy from the original act.
4 MEYER s. DREIFUS, Notary Public.
: / hereby certify that the above and for
o | going is true and correct copy of the orii
: inal of record and on file in my notari'
office.
J. | Ian - Is Is feb /