The herald. [volume] (New Orleans, La.) 1905-1953, 1917-01-18

director, shall see tit and proper, and shall
property, - the BOARD Of irectOrs shall de
eide. All shares shall be full paid and non
a,>csNable. No stoCkhplder shall have the
right TO sell OF otherwise dispose OF his stock
in th,s corporation. without 'nrSt offering
same To- this corporation, and TO the IndI-
vidual members of this corporation, at the
book value thereof, and this corporation IS
authorized to purchase said stock al said
book value for the benefit OF the other stock
holders OF the corporation. Should the cor
poratIon decline 10 purchase said sstock the
shareholder shall have the right Of option
To offer said stock for sale to any other per
son or persons, firms o- corporations.
Article N.-This corporation shall be a go
ing concern when thIrty-eight 1897 shares of
capital stock have been subscribed and paid
for.
Article NI-All the corporate powers OF
this corporation shall be vested in, and the
management and control OF its business and
affairs conducted by board OF directors
composed OF three stockholders, two Of whom
shall constitute a quorum; no member OF
said board 10 own or subscribe for less than
one share OF stock. said directors shall be
elected by ballot Al a general meeting OF
the stockholders to be held OF the first
Tuesday after the second Mondoy in Jan
uary, 1918; and annually thereafter on that
day.
In the meanwhile the following stockhold
crs shall serve directors, tO.wit:
Clark Hines, Aaron Levy and AdOlph Die
fenthal, with Aaron Levy as president, CLARK
Hines vice-president and Adolph Diefen
thai as secretary-treaSurer. Every stock
holder shall be entitled, in pGson or by
proxy. to one vote for every share of STOCK
owned by him. All elections shall be held
under such rules and regulations as may bt
determined by said board OF directors. Ter
| days written notice, directed to the las
! known address OF every stakeholder shall
| be given OF all elections.
| The directors thus elected shall continu,
in office until the second Monday OF Jan
uary 1918. or until their successors shall
/ have been elected or qualified; any failure
/ to elect officers or directors shall not b,
| considered as a forfeiture OF this charter
1 Any vacancy occurring IN the board OF dl
| rectorS shall be hlled by the remaining di
| rectors for the uneNpired term. y maJorit,
| Of the directors at a meeting shall cOnStl
tute a quorum for the transaction of an,
! business.
said board OF directors is especially veste,
| with the power and authority to mortgag
OF pledge the property, real, personal an
! mixed, Of the corporation as they may deer
! tit and proper; to purchase, hold, own, mort
gage, pledge, lease and dispose of real es
tate. improved and unImproved, city an
country; to execute mortgages, issue notes
bonds and other evidences OF debt, and I
| borrow and lend money on same 10 and iron
| individuals, firms and corporations. at sue
times, for such prices and upon such term
and conditions, as they may deem advisable
Said board of directors shall make all tn
rules, regulations and bylaws for the gov
eminent, control and management OF tn
business and affairs of the corporation, an
alter, amend and change the same at plea:
ure.
The following stockholders are hereby d.
clared TO be the first board of directors
this corporation, all Of whom shall hold o.
fee until the second Monday of lanuar,
1918 or until their successors shall hav
| ieen ole nd tied
4Ol2 Orleans St, Aaron Levy, 170+ Robe
street and Adolph Diefenthal, l702 Robe
street, with Aaron Levy as president, Clar
Hines as vice.president and Adolph defer
thai as secretary-treasurer.
Article NII-NO stakeholder shall ever |
held liable or responsible for the contrac
or faults of said corporation in any furtht
sum than the unpaid balance due on II
shares of stock owned by him shall an
mere informality in organization have Il
effect OF rendering this charter null or e.
posing stockholder to any liability beyor
the amount of his unpaid stock, nor sha
. any informality' or irregularity in organic
ton ever have the effect of rendering ar
stockholder liable as partner
Article VIII-This act of incorporate
shall be changed, modified or altered
this corporation shall be dissolved, with Il
assent of two-thrds (2-5) of the stock
the corporation, present or represented at
general meeting called for that purpose, aft
Y prior notice in writing to each stockhold
or mailed TO him at his last known post {
, hce address, in accordance with the teri
!. of act 267 of 1914.
/ At the expiration of this charter or I
= earlier dissolution of this corporation
: any cause, its affairs shall be liquidat
by one or more liquidators to be elected
: the stockholders, all OF whom shall no
: stock in said company and the said comm
sioners are hereby vested with full pow
. and authority to liquidate the affairs of sa
; company in accordance with the terms
= = section go of Act 26 of 1914;
6 Article IX.-The appearers hereby decla
e that they have subscribed to the numb
{ | IF shares opposite their names, and the S
!. | natures thereto shall constitute teir or
: natures thereto shall constitute their or
:. corporation in the proportion set oppos
: their names
: in the city of New Orleans, on the d;
L. month and year herein FIRST written and
% the presence of Herbert w. Kaiser a
- Martin II. Manion, competent witnesses, "
u said appearers and me, notary, after
reading of the whole.
r Signed: Aron Levy, 20 shares; Ga
Y, Hines, IS shares; Addph Diefenthal,
ii shares.
IS Witnesses: H. w. Kaiser, NJ. II. Mani
,ti MEYER S. DREIFUS, Notary Pub
5. I, the undersigned recorder of mortgag
II Orleans, do hereby certify that the abe
ID and foregoing act of Incorporation of
E. Motor Parts Company, Incorporated, was I
D. day duly recorded in my Office, in book !.
e. folio -.
ID New Orleans, December 90, 1916.
n. (Signed) EMILE J: LEONARD, by. +
" A true copy from the original act,
i'd MEYER S. DREIFUS, Notary Public
NJ I hereby certify that the above and 70
~ going is true and correct copy of the OF
r, inal of record and on file in my notar
Office.