The herald., 1917-04-05


ed and qualified. and their names and pos;
office addresses are as follows to-wit:
Irving H. Morse. 255 y. Peters Street. New
Orleans, La: William Il. Bloomfield, N7 y
Peters Street. New Orleans, La, Walter A
Sullivan. 17 y. Peters Street, New Orleans
Ia. with Irving II. Morse as president and
William r. Bloomfield a. secretary reasurcr
All meetings q the stockholders and d..
-rc,orS must be held a: the d1m,cl.e Of TIE
corporation. At such place as the board OF
directors shall provide, but with the written
consent Of a.! the directors valid meetings OF
the directors may he held outside the state
or within the state elsewhere than at the
tlm'clle OF the corporation.
Notice shall be given NJ all stockholders
meetings provided III thls charter, excep'
where otherwise required by law. but sad
notices may be waived by unanimous consent
Of all the StocH5olders.
On the second Wednesday Of May OF each
wear, beginning IN 1918, and on the second
Wednesday OF May III each succeeding yea'
thereafter, between the hours OF ten a. m
and SIX ?. m, a; an hour or between such
hours as shall be hxed by the president.
stockholders meeting Tor the election OF dl.
rcet0rs shall be held. and the directors st
elected shall enter, upon the discharge OF
their duties Immediately after their cleo
tion, and they shall all continue IN office Tor
one year. or until their successors are elected
and qualified. SAID election shall be by
ballot and II shall be conducted at the
office OF the corporation, under the superv!'
SION OF three 90 commissioners OF election
twho need not be stockholders, 10 be APP
pointed by the board Of directors. Notice OF
such election shall be given TO esfh stock.
holder by a letter addressed to him and
mailed 20 his last known post office address
by the SeCretary-treasurer Cor by the SeCre'
tary, II the ofhce be divided fifteen days be
fore the meeting Sundays and legal holidays
included, which notice may be waived by
unanimous consent OF all the stockholders.
Each share Of stock shall entitle its holder
70 one vote at each election, either IN per
son. or by proxy; but no stakeholder shall be
entitled TO vote upon any shares that have
been transferred TO him within two days pre-
ceding the election. A majority OF the votes
present or represented at any election shall
be required TO constitute an election.
Failure to hold annual meeting or 10
EJECT directors on the day specified shall
no. dissolve or in any way affect the cor
poration. but the directors then in othce
shall remain IN office until an election shall
be held. at any time fixed by the board OF
Each board OF directors shall at its FIRST
meeting elect from its number a president
and secretary treasurer, and may elect a
vice presd Of the corporation, who shall
hold office until the succeeding annual elec.
ton when their successors are elected and
qualified, and each board of directors may
also elect and appoint such other officers
agents. and employees, who need not be
stockholders, or directors, as the board may
deem proper, for term not TO exceed the
succeeding annual election. The board OF
directors may fix and determine the powers
and duties of every officer. agent and en-
p'oyee, and adopt, amend and repeal such by.
laws, rules and regulations as are not II
confic; with or inconsistent with the law
or this charter, such bylaws, rules and
regulations as may be adopted by the stock
holders.
I've board may at any time divide the office
Of secretary treasurer, and elect one OF
their number treasurer, and secretary, who
need not be a stakeholder or director.
- he I'D nF nor
GERS of this corporation shall have the power
or authority to issue any bonds OF this cor.
pOrdtiOn, nor to sell, mortgage or dispose OF
any of the real property OF the corporation,
except upon the previous authorization and
approval OF a majority of the capital stock
nor shall any note, contract, or any other
obligation Of the corporation be executed
Unless signed both by the president and the
sec-e'ary-treasurer.
Article VI.-This act of incorporation may
be amended, modified or altered, or said
corporation may be dissolved. with the con-
sent OF a majority of the whole capital stock,
at a general meeting OF the stockholders TO
be convened for such purpose, after thirty
days Sundays and legal holidays included
previous notice of such meeting shall have
been mailed to each stakeholder at his last
known post Office address, which notice may
DC waived by unanimous consent OF all the
stockholders.
Article VII.-No stakeholder shall ever be
held liable or responsible for the contracts,
any mere informality in the mode of organ
ization have the effect of rendering this
charter null. of exposing any stockholder
TO any liability beyond the unpaid balance
due on the shares Of stock owned or sub
scribed by him
Article VIII-When this corporation is dis
solved by limitation or otherwise, its affairs
shall be liquidated by three 80 liquidators.
who shall be elected from among the stock
holders at a general meeting Of the stock
holders authorizing such dissolution, or at
meeting held for the purposes of elect
ing such liquidators. The said liquidators
shall remain in office until the AFFAIRS OF
the corporation shall have been fully liqui-
dated and shall receive such compensation
and have such powers and duties and be
subject to such limitations as the stockhold-
ers shall from time to time provide. In
case of the death or resignation or inability
TO act of one or more of the liquidators, the
stockholders shall nil such vacancy or va
cancies from among the stockholders OF the
corporation. The liQuidators shall have the
power to dispose of all the property and
assets of the corporation at public auction
or private sale, and to make title thereto,
and TO do all other acts necessary and TO
completely lquidate the corporation, realize
upon its assets, and divide the proceeds
among the various stockholders, all subject,
however, TO such limitations the stock
holders may from. time 20 time provide.
Article IX.-The names and post-office ad-
dresses of the subscribers TO these articles
number of shares of stock which each agree
to take in the corporation, are as follows, to-
wit:
Irving II. Morse, 235 n Peters Street, New
Orleans, La, fourteen shares; William b.
Bloomfield, 2O7 n. Peters Street, New Or
leans, La, thirteen shares; Walter A. Sui
Ivan, 2O7 y. Peters Street, New Orleans,
La, one share.
Thus done and passed in my notarial Of
fee at New Orleans, Louisiana, on the day,
month and year first hereinabove written, in
the presence of George Arthur Seaver and
James NJ. Dillon, competent witnesses, who
have signed these presents with the said APP
bearers and me, notary, after due reading OF
the whole
Original signed: Irving H. Morse, VIM.
r. Bloomfield, Walter A. Sullivan. Wit
nesses: G. A. Seaver, J. NJ. Dillon.
CHARLES ROSEN,
(SEAL) Notary Public.
/, the undersigned, recorder of mortgages,
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the act
Of incorporation of the Morse Laboratory
Co, Inc, was this day duly recorded in my
office, in book 1906, folio =.
New Orleans, March %. 1917.
(Signed EMILE J. LEONARD, by. R.
CHARLES ROSEN. Notary Public.
march p % april II l9 %
March 10, 1917.
CHARTER
OF GMpS SOMEpC MITppAv INTu