The herald. [volume] (New Orleans, La.) 1905-1953, 1917-10-18

necessarily Irym their number, sGLL other
officers a. they may think proper and CON
vcu,cnt :o- the carrying on OF tie eompanv's
business. and shall have the power 10 unite
two or more Offices and the same 10 confer
upon one person. or to dispense with any
offices IN is discretion, and u fix the sa.a-
iieN oi al. officers. agents and employees.
board Of directors shall be elected an
nualy on the second Monday OF July OF each
year, the first election to be held IN the
year 1918. All such elections shall be by
ballot, n the office Of the corporation No
tee OF annual meeting, as well special
meetings OF stockholders, shall be given bv
written notice mailed fifteen DAYS in advance
Of the date of such meeting - each stock
holder appearing such on the books OF the
company, at hi last designated address, or
at the General Delivery at New Orleans.
LOUISIANA. II he has not designated an adj
dress. Each shareholder shall be entitled
70 one vote for each share OF stock standing
IN ms name on the books OF the company,
said vote 20 he cast in person or by proxy,
and the majority OF the votes cast shall elect
The board Of directors shall have the power
10 hi all vacancies which may occur or in
any manner arise or be created on the board
Of directors, even though no quorum remain
at the time such vacancies are TO 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 10
make and establish, as well as alter and
amend, all bylaws, rules and regulation,
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 to the stockholders. TO borrow
money, execute mortgages, and issue notes.
pledges, bonds other obligations in such
amounts and on such terms as in their judg-
'nent may be advantageous. and generally TO
do all things reasonably necessary or CON
yenient fotr the proper carrying on of the
business OF the corporation; and they are
especially authorized to issue and deliver
full paid shares of stock and bonds or obi.
CATIONS OF the com ANY in payment of prop
erty acquired by said corporation, and espe-
cially for the whole or any part of the
leases or property now held by the Louisi-
ana Company, Incorporated. at such yalua.
ton as IN their judgment may be proper A
majority of the directors shall constitute
quorum for the transaction of business The
board OF directors shall have the power, by
vote OF not less than two-thirds OF all
directors, to sell all or any part of the prop-
erty, movable and immovable, Belonging 10
the corporation, or to receive in exchange
therefor money or stocks or bonds or othe-
onngatlons OF another individual, firm or
corporation OF any character, without re-
ferrlng TO the shareholders for power TO d,
80. 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 director. Until the annual meet
ing OF 1918, the board of directors shall con
SYST OF the following: Claude J. Campbell.
post office address Lake Charles, La; Clar-
ence f. Berdon post office address Lake
ChaTieS, La; Abram Luria, post office address
5l4 Ilibernia Bldg, New Orleans. La: E {.
lay: post office address, Lake Charles, La;
r. *; ,Ai!geyer, post office address. 5l4 Hibernia
Bldg, New Orleans. La; II. Tate, post Of
nee address. Lake Charles, La. OF the fore.
going. Claude J. Campbell shall he President.
Abram Lurla, Nice-Presdent, II. Tate Sec
retary, and r: l. Allgeyer Treasurer.
ATlicie WINS act OF Incorporation may
be modlhed, changed altered or amended.
or this corporation may be dissolved, in the
manner provided by law by a two-t 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 he increased or decreased by proceed
ings in accordance with the laws of the
State of louisiana
Article NII.-If this corporation shall be
dissolved. either by limitation or from any
other cause, its affairs shall be liquidated by
meeting of stockholders convened for the
purpose of liquidation, and to be elected by
majority vote Of the stockholders present |
which liquidators shall remain in office until |
me dHdifS OF sald corporation shall have
been fully settled and lqudated and they
shall have full power and authority 10 trans |
Ter and. give title to all the property and !
assets OF the corporation. and TO distribute |
he proceeds. In case of death, disability |
,r resignation of one or more liquidatorS |
he vacancy shall be filled by the survivor
,r survivors
Article VITT.-No stakeholder shall ever
'e held liable or responsible for the con-
racts or faults OF said corporation in any |
~ ba- H. II
he shares of stock owned by him. nor shall |
my mere informaity in organization have
ne effect Of rendering this charter null. or
II exposing any stakeholder 10 any liability !
'evond the amount due on his stock
Article lN.-There is annexed hereto an &c |
urate, detailed and itemized description of
ertain property which is to be conveyed TO
ne corporation IN payment Of certain subscrip-
IONS for 1920 shares of its capital stock.
hOwIng the amount location, extent char
cter and state of improvement of said prop.
'rty, together with a statement OF the value
II same as appraised by the directors of
his corporation And in order that this
harter NAV serve as the original subscrip-
ION list, the subscribers hereto have indi-
ated opposite their respective signatures the
lumber OF shares OF stock subscribed for by |
ach of them.
Thus done and passed in my office at the
>ity Of New Orleans. Louisiana. on the day.
month and wear first above written. in the
= neHSe ol -hpHle VI. Lemann ana isaac -.
Heller, competent witnesses. who have here
into subscribed their names, together with
ne, notary. and said appearers, after due
eading of the whole
Original Signed Names of subscribers
united.
Witnesses: Monte NJ Lemann Isaac 6.
Heller.
WATTS X. LEVERICH. Not. Pub.
I, the undersigned Recorder OF Mortgages.
n and for the Parish of Orleans. State of
louisiana. do hereby certify that the above
nd foregoing act Of Incorporation of the
entury Oil ard Refining Co. Inc. was this
law duly recorded in my office in Book 1912,
olio -.
New Orleans October = 1917
EMILE ]. LEONARD, D. r.
A true COW.
WATTS X LEvERICH, Not. Pub.
Oct IL Nov