The herald., 1917-04-12

:
70 sell, lease mortgage, pledge, hypothecate
| Or otherwise dispose OF IN any and every va!
| whatsoever; to bOrOrw money, to draw, maxi
and endorse bills of exchange and promis
| sorry notes, and to issue bonds; to buy, lease
| rent. erect, construct, MAINTAIN and operate
| buildings necessary or incident to the buSi
| ness herein contemplated and to buy, sell
| rent or lease real estate or personal prop
city in the course and conduct OF said bus
\ mess, either IN connection with said busI
| ness or otherwise.
| to hold for investment or otherwise, 10 sell
| assign, transfer, mortgage, pledge or other
| wise dispose OF bonds or other securities o.
| evidence Of Indebtedness, or any shares o!
| corporations. association or ASSOCIATIONS
whether foreign or domestic; and while the
| owner Of said stock, - exercise all the
| rights. powers and privileges Of ownership
same extent a. a natural person might do
And generally TO do all things proper and
legal that may relate or apPertain 70 the
objects and purposes herein set forth
The foregoing clauses shall be construed
both as objects and powers, but no recita-
zion, expression or declaration Of specific
or special powers or purposes, herein emu
but It IS hereby expressly declared that all
other lawful powers, not inconsistent there
with, and such a natural person ight
nave ana exercise, are neTeDy Included.
Article IN.-The capital stock Of this cor
poration is hereby declared 10 be ten thou
sand dollars 100000, divided into one
hundred shares Of the par value OF one hun
bred dollars tSlOO) each, all OF which shall
be common stock, and which stock shall be
payable III cash or its equivalent at the
time Of subscription, may be issued at
not less than par in payment OF property,
real or personal, rights, credits, or any bust
ness, including stock in trade, open accounts,
and good will thereof, etc, actually pur-
chased by, or for services rendered 10, this
corporation.
Al shares Of stock shall be full paid and
nOn-as Sessable.
This corporation shall become a going con-
Germ and be authorized to engage in business
as soon as the entire capital stock OF ten
thousand dollars CSl0p0O) has been sub
Scribed and paid for, either in money, prop
erty, Or services rendered.
Certificates OF stock shall be signed by
the president and the secretary-treasurer,
owner thereof, either in person or by written
proxy. 70 cast one vote at all meetings of
shareholders.
Any shareholder wishing to sell his or her
stock must first offer the same, in writing,
to the other shareholders through the board
Of directors, at price not exceeding the
book value thereof, and they shall have ten
(lO) days in which to accept or decline such
offer. Should any shareholder make any
sale in violation of this clause, the same
shall be null and void.
The shares of stock of this corporation shall
be transferable on the books OF this cor
poration only, and transfer shall be bind
ing % the corporation, or have any effect,
unless and until made upon said books; and
prior lien on all shares of stock shall be
retained by this corporation On the stock of
any shareholder for any indebtedness, Sc
cured or unsecured, however evidenced or
created, due at any time TO the corporation
by the holder of said stock, and all transfers
OF stock shall be made subject to these con-
dtions.
The capital stock of this corporation may
be increased from time to time to any amount
not exceeding one hundred thousand dollars,
in accordance with the provisions of the law
appertaining thereto.
Article VA of the powers of this cor
poration shall Se vested in and exercised
by board of directors, composed of not less
than three and not more than seven share
holders, majority to constitute a quorum
for the transaction of all business. A ma
jority of the board of directors voting at any
shall be required to pass any resolution, or
adopt any bylaws, which, when passed
or adopted shall become valid corporate acts
The board Of directors hereinabove pro-
general meeting of the shareholders to be
held on the first Monday in January. 1917,
and on the same day and month in each and
every succeeding year thereafter, after inf
teen days notice in writing mailed to each
stakeholder at his last known address ap-
pearing upon the books of the corporation,
unless said notice is waived in writing by
all the shareholders appearing as such upon
the books.
Special meetings of shareholders may al
ways be called by the board of directors, |
subject to the formalites as to notice or
waiver OF notice as hereinabove provided in
regard to general meetings.
A failure, hewever, from any cause what |
'oeyer, to hold the annual meeting of stock !
holders, or the failure to elect directors
hereat, shall not operate the forfeiture of
charter INN
agement, but the directors then in office |
shall remain in Office and shall serve until |
their successors have been duly elected, |
qualified and installed.
Any vacancy in the board of directors,
from any cause whatsoever, shall be filled
Tor the unexpired term by the remaining
directors And the said board Of directors
shall have power and authority TO make all |
necessary rules and regulations for the oper-
alton and control of the business of the cor.
Doration, as well as to make all necessary
rules and bylaws.
Article TI-This act of Incorporation may
be changed, altered or amended, or this cor.
poration may be dissolved by and with the
assent OF the holders of two-thirds in amount
d ITS then entire outstanding stock, at q
general meeting convened for that purpose
after thirty 600 days notice in writing
mailed to each shareholders last known adj.
dress, and after fifteen U5) days publica- |
ton IN one of the daily newspapers in the
city Of New Orleans and as prescribed by
law.
Whenever this corporation is dissolved BY
limitation or otherwise, its affairs shall be
liquidated under the supervision of three
commits sioners, to be elected at a general
meeting of shareholders convened for that
purpose, after notice as above provided for
N this Article, and they shall remain in
ottice until the affairs of the corporation shall
have been fully liquida:ed; and in case Of
he death or disability TO act of one or more
ot the said liquidators, the survivors or
survivor shall continue to act, under IN.
provisions and in accordance with the terms
ot Section 50 of Act 267 of 1914
ooration shall ever be held laIe or respon. |
'ioie tor the contracts or faulty of this cor. |
'oration in any further sum than the unpaid |
by him; nor shall any informality in tbe |
organization have the effect of rendering
his, his charter null or exposing any share:
'alance due upon his stock; nor shall any
nformaiity or irresularity in organi1atioe