The herald. [volume] (New Orleans, La.) 1905-1953, 1917-03-08

Vice President, and the Secretary Treasurer
Article IV.-The domicile of this corpor
alton is fixed for New Orleans, louisiana
| Citation shall be served on its president, IL
| his absence on the vice pres ident, in the al
senCe OF both on the secretary treasurer j
one officer, II two, on the secretary and II
| the absence Of all three, the treasurer.
Article N.-Ihe corporation IN It's C1Tpor
ate name shall have the right 70 have anr
enjoy succession Tor ninety-nine years frou
the date Of this charter; - sue and 20 be
sued IN any court Of competent jurisdiction
10 make d1d use a common seal and alter
:he same At pleasure; 70 acquire property
real, personal and mixed, in and out Of the
State Of Louisiana, by grant gift, purchase
and to devise or bequeSt; q lease, hold and
d SfOSc Of, and to mortgage and pledge the
same; 10 appoint such officers and agents as
the business Of the corporation may require
90 tx their compensation and % dismiss them
A. Is pleasure; - increase pr diminish is
capital stock; 10 make bylaws. not lncou-
~'Steut with any existing law, fixing or
altering the management OF its property, the
regulation and government OF Its affairs, and
the manner of its certification and registra
ton OF is stock; TO acquire and hold stock
IN other corporations, and u desirable. Z
issue It's stock in payment FOX capital stock in
other corporations, and 20 sell, hypothecate
or pledge such stock; 10 acquire its own
stock by purchase or otherwise. and 10 dis
pose Of or retire same provided that the
capital stock OF this corporation shall not be
diminished below the amount provided by
law; TO conduct business IN this state, other
states. The Federal districts, the territories
and possessions Of the United States, and II
foreign countries; 20 wind up and dissolve
itself and generally 10 ENJOY all rights. priv
ileges and Immunities granted by law L
such corporations.
Article NI.-AIl the corporate powers OF
tins corporation shall be vested n and eNer
ci>ci by board Of directors 70 be composed
Of three stockholders. each Of whom shall owI
in his own right, not less than one full paiC
and unpledged share Of stock to be elected
| by the stockholders annually, beginning a
| the annual meeting Of 1917 The board o
directors shall at their first meeting ate
the annual election, elect from their owl
| number a president and a vice-president ant
| shall elect secretary and a treasurer, ethe
| Of whom must be a stakeholder
| The frs, board Of directors shall consist o
| Edgar 6. Could. residence ~? Lowerline ST.
| New Orleans, La; Albert Miller residence
! 1883 s. Murat St, New Orleans, La: Jewel
| 4. Sporting, residence, 2l2l Pension St, New
| Orleans, La; with the said Edgar G. Gould
as president. Albert Miller, Vice President
| Jewell A. Sporting. as secretarytreasurer
who shall hold office until their successor
| are elected and qualified after the first an
| nual meeting IN 1918.
! The annual meeting Of the stockholders 70
the election of directors and for such ,othe
! business as may come before i, shall b.
held on the 25th day Of January OF eaci
| year. beginning IN 1918
! All elections shall be by ballot. The fail
ure to elect shall not vacate any office, an
| all officers shall! hold over until their sue
| cessors are elected and qualified. All vacan
| cies in the board of directors the officer
shall be filled by the remaining directors
! With the written consent OF all the director
| meetings OF the board of directors may b
! held outside Of the State OF Louisiana, o
| within the State elsewhere than al the cor
| pora,iou's doncile Directors may be repre-
! scented at any meeting OF the board by
| -
when il deems II necessary, convene meet
| nCs Of the stockholders.
! Each stakeholder shall. at every stockhold
ers' meeting be entitled TO one vote, in per
| son or by written proxy, for each share o
| capital stock held by him or he may send hi
vote by letter, the signature OF which mus
| be acknowledged before a notary public o
| other officer authorized 70 take afiidavits
! Stockholders shall have the right OF cumu
| lative voting in the election OF directors
| Shares Of stock in this corporation legally o
| equitably belonging TO II shall be vote
! directly or indirectly. Notices Of stocks0ld
! be delivered to each s;ockholder at leas
| fifteen days before the date Of such meeting
| by depositing such notice in the postoffiCe
| pos. prepaid. addressed TO each stockholde
| az his last address, which must be furnishe,
| 10 the secretary by such stockholder, or sucl
| notice may be delivered 10 such stockholde
personally. Meetings OF the stockholder
| may be ordered by the Board OF Directors ant
|
| by the holders OF twenty-five per cent OF tn
\ outstanding stock.
| Article VII-No stockhrlder shall ever b
| held liable responsible for the contracts o
| faults Of this corporation in any furthe
sum than in an amount equal TO the unpal
! balance on the stock for which he has sub
/ scribed, nos shall any mere informality il
| organization have the effect of rendering thi
| charter null or expose any stakeholder TO an
liability other than as above provided.
| Article IN-This charter may be altered
| amended modified the capital stoc
increased or decreased or the corporation dis
| solved. and its affairs hqudated by vot
OF twO-thirds of all of its capital stock a
| any special meeting called for any OF sue
purposes after notice to each stockholde
shall have been given as provided in Ariel
above method of dissolution is not exclusive
| the corporation reserving TO itself the righ
which is hereby granted, to be dissolved b
| any of the methods provided in Section
State Of Louisiana of 1914. Provided furthe,
that if the objects and purposes of Article !
Of this charter is TO be amended or the capi
| tai stock of this corporation is TO be increase
amendments may not be made except by tn
vote of threefourths OF all of the capita
| stock.
Article X-Upon the dissolution, in an
| manner, of this corporation, the stakeholder
shall elect one or more 60 be determine
by them stockholders as r]iquidators {
| liquidate It's affairs, and confer upon whic
| such liqudatOrs such authority as the la,
now invests in such liqudators, OF modify
| as they may deem desirable.
| In case of vacancy the remaining liquid
ator or liquidators shall by election fill sue
| vacancy.
Thus done and passed in my office in tn
city of New Orleans, on the day, month an
year herein first above written, in tn
presence of Messieurs w. J. Sanders and /
c. Sutton, competent witnesses, residing ]
this city, who. with said appearers and me
notary, sign these presents, after due readin
of the whole
Original Signed: Edgar G. Gould, Il
Shares; Albert Miller, / share; Jewell 4
Sporting. ! share.
Witnesses: w. J. Sanders, L. c. Sutton.
n. f. HUMPHREY, Notary Publ,
| |, the undersigned recorder Of mortgage
in and for the Parish of Orleans, State
Louisiana, do hereby certify that the abov
and foregoing act of Incorporation of III
Southern Embroidery and Manufacture
Works, incorporated, was this day duly II
corded in my office in Book No. 1906, Foil
No. 90. New Orleans, February End, 1917.
(Signed) EMILE J. LEONARD, by /
|. the undersigned notary, do hereby ce
tify that the above is true and corret
copy Of the original act of incorporation
the Southern Embroidery and Manufacture
Works, incorporated, on file in my offiC
attached to which is the certificate Of II
recorder Of mortgages Parish of Orleans.
In faith whereof, / have hereunto set m
hand and have affixed my official seal, tn
End day of February, 1917.