The herald., 1917-10-11

necessarily from their number, such other
officers as they may think proper and con-
veuIeut for the carrying on OF the company'S
business, and shall have the power TO unite
two more Offices and the same 20 confer
upon one person, or TO dispense with any
Offices in its discretion, and 10 fix the sala-
ries OF all officers, agents and employees.
board OF directors shall be elected an
I nually the second Monday of July OF each
year, the FIRST election 10 be held in the
year 1918. All such elections shall be by
I ballot, at the office Of the corporation. No
tiCe OF annual meeting, as well as special
| meetings OF stockholders. shall be given by
written notice mailed fifteen days in advance
Of the date OF such meeting 10 each stock
! holder appearing as such on the books OF the
| company, at his last designated address or
at the General Delivery at New Orleans.
Louisiana. II he has not designated an ad-
dress. Each shareholder shall be entitled
10 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 the votes cast shall elect.
The board Of directors shall have the power
70 I'LL all vacancies which may occur or in
any manner arise or be created on the board
Of directors, even though quorum remain
al the time such vacancies 70 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 successors are elected
The board Of directors shall have power 20
make and establish well as alter and
amend, all 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. The board shall have power with.
out referring 10 the stockholders. 10 borrow
money, execute mortgages, and issue notes
pledges, bonds other obligations in such
amounts and on such terms as in their judg-
ment may be advantageous, and generally 20
do all things reasonably necessary or con-
renient totr the proper carrying on of the
business OF the corporation; and they are
especially authorized 70 issue and deliver
full paid shares OF stock and bonds or obi
cations OF the company in payment of prop
erty acquired by said corporation, and espe-
cially for the whole or any part OF the
leases property now held by the Louisi-
ana Company, Incorporated, at such valua-
ton rs IN their judgment may be proper A
majority Of the directors shall constitute
quorum tor the transaction of business. The
board of directors shall have the power, by
vote OF not less than two-thirdS of all
directors, 10 sell all or any part of the prop
erty. movable and immOvable. belonging to
the corporatIon, or TO receive in exchange
therefor money or stocks or bonds or other
obligations OF another individual, firm or
corporation Of any character, without re.
terrlng TO the shareholders for power 10 do
50. At any meeting OF the board OF direc-
tors any director absent from the meeting
may be represented by any other director
who may cast the vote OF said absent direc-
tor according to the written instructions of
said absent directo-. Until the annual meet.
ing of 1918, the board OF directors shall CON
sist OF the following: Claude J. Campbell,
post office address Lake Charles, La; Clar-
ence f. Berdon, post office address Lake
Charles, La; Abram Luria, post Office address
5l+ Hlberna Bldg, New Orleans, La; E C.
Gay. post office address. Lake Charles, La. :;
r. Allgeyer. post office address, 5l4 Hiberna
Bldg, New Orleans, La; H. Tate. post Of
nee address, 5l4 Iiibernia Bldg. New Or
leans, La. OF the foregoing, Claude J.
Campbell shall be President, Abram Luria,
Vice President, II. Tate Secretary, and r
l. Algeyer, Treasurer.
Article Vl.-This act OF Incorporation may
be modified. changed altered or amended
or this corporation may be dissolved, in the
manner provided by law, by two-thirds
vote OF the entire outstanding capital stock
present or represented at a general meeting
OF the stockholders convened for such pur-
pose, after previous notice shall have been
gwen IN the manner above required to be
gwen OF the annual meeting of the corpora
ton. The capital stock of the corporation
may be increased or decreased by proceed.
lngs 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 commissioners TO be appointed at a
meeting of stockholders convened for the
purpose of liquidation, and TO be elected by
majority vote Of the stockholders present,
ONCE
the affairs of said corporation shall have
been fully settled and liquidated and they
snail have full power and authority TO trans
ter and give title to all the property and
assets OF the corporation, and TO distribute
the proceeds. In case OF death, disability
or resignation of one or more liouidators
the vacancy shall be filled by the survivor
or survivors.
Article .VIII.-No stakeholder shall ever
be held liable or responsible for the CON
Of
further sum than the unpaid balance due on
the shares of stock owned by him. nor shall
any mere infOrmality in organization have
me effect of rendering this charter null. or
OF exposing any stakeholder 10 any liability
beyond the amount due on his stock
Article IN.-There is annexed hereto an &C.
curate, detalIed and itemized description of
certain property which Is 10 be conveyed 10
me corporation in payment of certain subscrip-
tons Tor 1920 shares of its capital stock
showing the amount, location, extent. char
acter and state NJ Improvement OF said prom
erty, together with a statement of the value
81 same as appraised by the directors Of
this corporation. And in order that this
charter NAV serve rs the original subscrin-
ton list. the subscribers hereto have ind.
Gated opposite their respective signatures the
number Of shares OF stock subscribed for by
each Of them
Thus done and passed in nv office at the
City OF New Orleans. Louisiana. on the day.
month and wear first above written. in the
presence of Monte NJ. Lemann and Isaac 6
Heller, competent witnesses. who have here
unto subscribed their names. together with
me, notary, and said appearers, after due
reading Of the whole
Original Signed Names of subscribers
omitted.
Witnesses: Monte NJ Lemann Isaac 6.
Heller.
WATTS X. LFVERICH, Mo-. Pub.
/, the undersigned Recorder Of Mortgages
N and for the Parish Of Orleans. State of
Io"iS'7na. Do hereby certify that the above
md f"reOning act Of Incorporation of the
Century OIL and Rrfr;ro Co. Inc. vas this
-" duly recorded in nv office in Book 1912,
folio -
New Orleans. October -. 1917