The herald., 1917-01-18
CHARTER
OF THE POWELL MOTOR co, INC
State Of Louisiana, Parish Of Orleans, Git
of New Orleans.

OF New Orleans.
Be i, known, that on this the 18th day of
he month Of December in the year OF our
Lord one thousand nine hundred and six
Teen, before me-, James Chapel! Menetee,
notary public, duly commissioned and quail
ihed in and for the city and parish af0re-
said, therein residing, and in the presence
Il the Witnesses hereinafter named and ur-
iersigned, personally came and appeared the
several persons whose names are hercunto
subscribed, and who severally declared that
avaIlIug themselves OF the provisions Of the
lawns Of the State Of Louisiana relative to
the formation Of corporations and more par
.icularly to Act 2o7 of the legislative acts
II the General Assembly Of the Safe OF
Louisiana for the year 1914, approved July 9:
1914. they have covcnanted and agreed, and
Do by these presents covenant and agree and
bind themselves, well such other per
sons as may hereinafter become associated
with them 10 constitute and form corpO-
ration and body polite in law, for the OBJ
ects and purposes and under the terms, arti-
cleS and Stipulations following, to-wit:
Article 1.-The name and title of this cor
pora:ion shall be Powell Motor Co., Inc"
and by that corporate name, II shall have
nine C99J years and shall have all Of the
authorities generally vested in corporations
under the law and more particularly author
lied to contract, sue and be sued; to make
and use a corporate seal; TO make and issue
bonds and notes; TO borrow and lend money;
20 acquire property by grant, gift, purchase
and TO devise or beQucSt; to sell, mortgage,
pledge. lease and transfer property in any
II its forms; to employ agents, clerks or
superintendent and other employees as the
interest Of the company may require; 10
| make bylaws, rules and regulations for the
management OF ITS affairs, and to possess
| all OF the powers granted and intended to
| be granted TO corporations in general, and
| in order to carry out the objects and pur-
| poses OF ITS organization.
! Article 1.-The domicile Of this corpora
| ton shall be in the city Of New Orleans,
| Parish OF Orleans. State of Louisiana, and
| all citations or other legal process shall be
| served upon the president, or IN his alb
| seuce upon the viCe-presdent.
| Article III.-The objects and purposes for
| which this corporation is formed and the ma
| ture OF the business TO be carried on by it
| are hereby declared to be:
| To buy, sell, lease, store, repair and 9TH
| erwise deal IN automobiles, motor trucks,
| tractors and motor vehicles of all descriptions
| and their parts, equipment, accessories, sup
| age; TO buy and sell gasoline and all kinds
| Of oil, grease and the like; to manufacture
| and sell automobile tops, bodies and other
| automobile parts; and generally TO do any
| and all things apPertalnlng to, growing out
| Of and relating to the nature Of the aforesaid
| objects and purposes.
| Article IV.-The total authorized capital
| stock Of the corporation is five thousand dol
| lars ($5OnCO, divided into five hundred
! $500 shares Of the par value OF ten dollars
/ $1,000 each. OF such total authorized cap
4
| ing to thousand (Sl0O00D dollars, shall
| be preferred stock, and four hundred 600
| shares, amounting TO four thousand dollars
| tS4,O00O shall be common stock. From time
| 10 time, the preferred stock and the COM
mon stock may be increased according to
! law and may be issued in such amounts and
| proportions as shall be determined by the
| board Of directors, and as may be permitted
| by law. The holdeS of the preferred stock
| shall be entitled TO receive when and as
| declared, from the surplus. or net profits Of
| the corporation. yearly dividends at rate
| Of seven per centum per annum, and no more
| payable annually. The dividends on the
preferred stock shall be cumulative, and
| shall be payable before any dividend on
SO that, if in any year dividends amount
ing to seven per cent, shall not have been
paid thereon. the deficiency shall be paya-
| BILE before any dividends shall be paid upon
| or set apart for the common stock. When
| ever all cumulative dividends the pre-
| ferred stock for all previous years shall
have been declared, and shall have become
| payable, and the accrued dividends for the
| current year shall have been declared and
| the company shall have paid such cumua-
| tive dividends for previous years, and such
| accrued dividends, or shall have set aside
| from its surplus or net profits a sum sufi-
| cient for the payment thereof, the board of
| directors may declare dividends the COM
mon stock, payable then or thereafter out
| of any remaining surplus or net profits. In
| the event of any liquidation or dissolution
| or winding up whether voluntary or invol-
untary) of the corporation, the holders Of
! the preferred stock shall be entitled to be
shares, and the unpaid dividends accrued
| thereon, before any amount shall be paid
| to the holders of common stock; and after
the payment to the holders of the preferred
| crued dividends thereon, the remaining as
sets and funds shall be divided and paid
| to the holders of the common stock accord
| ing to their respective shares.
he al Cfn az sc i'm r,aty
be increased to one hundred thousand dol
| lars CSl00,000O.
No transfer of stock shall be admitted or
held to be valid or binding, so far as the
company is concerned unless made upon
| the books of the company. No sale Of stock
| shall be valid unless such sale is accompa-
MED by written certificate signed by the
president vice-president and secretary
| treasurer of the company, TO the effect that
said stock is offered to the remaining direc-
tors through the board of directors at its
book value for a, period of ten days and they
have failed or declined to purchase same.
Said corporation may and it hereby re-
| serves the right to purchase, redeem, retire
and cancel any and all or all of the then
ton at any time after August IS, 1917, in
such amounts from time to time and in such
manner as the board of directors may de.
termne, by paying to the respective holders
| of the stock SO retired, by deposting tc
THEN order at the Office of the company, a
| sum or equal TO the par value of the
preferred stock so retired and cancelled, TO-
gether with all accumulated and unpaid div
idends thereon, if any. In case of such de
post, written notice thereof shall forthwith
be given TO the respective holders of the
stock so retired and cancelled by mailing
such notice to such holders at their last
known place of abode or business, If shown
by the corporate record
Article V.-No stakeholder shall ever be
held personally liable for the faults or con
tracts of said corporation in any further
sum than the unpaid balance due to the
corporation on the shares owned by him
nor shall any mere informality have thu
effect of rendering the charter null, or o.
exposing any stakeholder to any persona
liability beyond the unpaid balance due or
his stock.
Article Wall the corporate powers o.
this corporation not reserved by law to III,
stockholders, shall be vested in and exer
cised by a board of directors to be com
posed of not less than three stockholders no
more than FIVE, holding common stock, a ma
jority of those elected shall constitute quo
rum to transact business. The director:
J shall be elected annually by ballot by thu
holders of common stock, at meeting con
vened for that purpose after fifteen day
written notice to each stakeholder mailed 4
his last address as per the books OF tn
! corporation The preferred stock shall hav
! no voting power
The directors at their first meeting and a
each annual meeting shall elect from thel
number a president, a vice-president, sec
J rotary and treasurer which last two nance
+ officers, however, may be combined at tn
for the election of directors shall take plac
!, | 80 ~ T,asdav Of nereunhRr nf eac