The herald., 1917-01-25
CHARTER
OF THE POWELL MOTOR Co, INC.

BE !. known. that on this the 18th day Of
he month of December IN the year 81 our
Lord one thousand nine hundred and six
.cc1, before me. James Chapel! Mcnefee,
a notary public. duly commissioned and quail
med In and Tor the city and parish diOre-
said. therein residing, and IN the presence
II the witnesses hereinafter named and I'M
dersig ncd, personally came and appeared the
several persons whose names are hereunto
subscribed. and who Severally declared that
availng themselves Of the provisions Of the
lawns OF the State Of Louisiana relative 20
the formation Of corporations and more par
ucularly 10 Act 267 OF the legislative acts
If the General Assembly OF the State OF
Louisiana for the year 1914, approved July Q,
1914. they have Covenanted and agreed, and
do by these presents covenant and agree and
bind themselves, as well such other per
sons may hereinafter become associated
with them to constitute and form corpo-
ration and BODY polite in law, for the OBJ
jccts and purposes and under the terms, arti-
cles and stipulatious following, to-wit:
Article 1.-The name and title of this cor.
poration shall be Powell Motor Co., Inc,
and by that corporate name, II shall have
and enjoy succession for a period OF ninety
nine t99) 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;
to acquire property by grant, gilt, purchase
ana to devise i or 0fsnesit; to sell mortgage,
=
Of its forms; TO employ agents, clerks or
superintendenrs and other employees the
interest Of the company may require; TO
make bylaws, rules and regulations for the
management of its affairs, and to possess
all OF the powers granted and intended TO
be granted 10 corporations IN general, and
in order TO carry out the objects and pur-
poses of its organization.
Article 1.-THE domicile OF this corpora
tion 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
sence upon the vice president.
Article lII.-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
plies and appurtenances; 10 operate gar
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 20 do any
and all things appertaining 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 (S5,OO0OO), divided into FIVE hundred
5000 shares OF the par value OF ten dollars
$1,000 each. OF such total authorized cap
i'll stock one hundred 600 shares, amount
ing to one thousand (S1,OO0OO) dollars, shall
be preferred stock, and four hundred 600
shares, amounting to four thousand dollars
(S+,OO0OO) shall be common stock. From time
TO time, the preferred stock and the COM
mon stock may be increased according to
law and may be issued in such amounts and
proportions shall be determined by the
board of directors, and as may be permitted
by law. The holder 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
payable annually. The dividends on the
preferred stock shall be cumulative, and
shall be payable before any dividend on
the common stock shall be paid or set apart;
ing to seven per cent, shall not have been
paid thereon, the deficiency shall be paya-
bic 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 cumula-
tive dividends for previous years, and such
accrued dividends, or shall have set aside
from its surplus or net prohts a sum sutti-
cient for the payment thereof, the board of
directors may declare dividends on the COM
mon stock, payable then 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
paid in full both the par amount of their
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
stock of its par value, and the unpaid ac-
sets and funds shall be divided and paid
70 the holders of the common stock accord
ing TO their respective shares.
The capital stock of this corporation may
l. HI
lars (SlOO,OOOOO).
No transfer Of stock shall be admitted or
held to be valid or binding, SO far as the
| company is concerned, unless made upon
| shall be valid unless such sale is accompa-
MED by a written certificate signed by the
| president or 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 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
| outstanding preferred stock of the corpora
| tiOn at any time after August IS, 1917, in
such amounts from time to time and in such
| termine, by paying to the respective holders
| of the stock so retired, by depositing to
| their 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
| dends 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 the
| effect of rendering the charter null, or Of
| exposing any stakeholder to any personal
liability beyond the unpaid balance due or
his stock.
| Article VI-All the corporate powers Of
| this corporation not reserved by law to the
stockholders, shall be vested in and exer
cised by a board of directors TO be com
| posed of not less than three stockholders moi
more than FIVE, holding common stock, a ma
| jority of those elected shall constitute quo
| rum to transact business. The directors
| shall be elected annually by ballot by the
holders of common stock, at meeting con
written notice to each stakeholder mailed e
| his last address as per the books OF thu
corporation. The preferred stock shall have
no voting power.
| The directors at their first meeting and a
| each annual meeting shall elect from thei
1 number a president, a vice-president, sec
| rotary and a treasurer, which last two named
\ pleasure of the board. The annual meeting
| for the election of directors shall take plac,
| on the third Tuesday Of December OF eacf
| year and until the meeting 10 be held II
| 1917, the following shall serve as directors
j Of this corporation: