The herald., 1918-07-04
CHARTER.


Orleans:
Re il known, that on this Fourth day OF
the month of June, in the year one thousand
nine hundred and eighteen.
Before ne, Andrew NJ. buchanan, Not
airy Public, duly commissioned and sworn
in and for the Parish OF Orleans. State OF
Louisiana, therein residing, personally came
and appeared the persons whose names are
hereunto subscribed, who declared that, avail
ing themselves of the provisions OF the laws
Of this state relative TO the organization
Of corporations, and mo-e particularly Act
No 267 of the General Assembly OF this
State, approved July 9, 1914, they have cove
naa;ed and agreed and do by these presents
stitute themselves as well as such persons
who may hereafter join or become associated
with them, into a corporation and body poll.
tic in law, for the objects and purposes ana
under the agreements and stipulations fol
lowing, to-wit:
corporation shall be: Liberty Machine and
Welding Company, Inc" and under that
name it shall have and enjoy all the rights,
advantages and privileges granted by law
10 corporations; il shall exist for the period
of ninety nine years from this date; it shall
have power to contract, sue and be sued IN
its corporate name; to make and use cor
porate seal; and the same 10 break or alter
| at pleasure; to hold, receive, purchase, con-
vey, mortgage, hypothecate or pledge prop
erty both real and personal; TO borrow money;
TO issue bonds, notes and other obligations
or negotiable Instruments; TO have and en-
ploy such managers, directors, officers, agents
and other EMPLOYEES as the interest and con-
yenience Of said corporation may require or
demand; 70 make and establish such by
| laws, rules and regulations for the cOrpo-
rate management and control of the affairs
of the corporation as may be deemed neces-
sary and expedient
ARTICLE 1.-THE domicile OF said cor
poration shall be established in the City OF
New Orleans, State of Louisiana, and all
citations and other legal process shall be
served on the President, and in his absence
on the Secretary Treasurer.
ARTICLE III.-The objects and purposes
I for which this corporation is organized and
! the nature OF the business 20 be carried on
! by it are hereby declared to be to conduct
a general machine foundry and repair shop,
embracing the manufacture and repair Of
machinery and work of every description
| 20 buy and sell at wholesale and retail all
kinds Of Mill, Machinery, Plantation and
| Marine supplies, including Engines, boilers,
fittings, etc, and everything incidental there
| TO; and generally to conduct any other bust
ness, undertaking or enterprise connected
with or incidental to the said objects and
purposes.
ARTICLE IV.-The capital stock of this
corporation is fixed at the sum of Five
Thousand Dollars GS5,OoQoO), divided into
fifty shares of the par value of one hundred
dollars each. All shares of stock shall be
| full paid and non assessable. No transfer
OF stock shall be binding upon the corpora
tion unless made upon its books. and all
certificates Of stock shall be signed by such
officers as may be designated by the Board
| of Directors.
This corporation shall have the right to
increase its capital stock up to the sum OF
| Twenty Thousand Dollars (S1OOOOOO TO be
divided into shares of one hundred dollars
| $4,000 each, provided said increase in the
| capital stock shall have been authorized by
the stockholders at a meeting to be held
pursuant 10 the provisions of Article V Of
| ARTICLE V.-All the corporate powers OF
| the company shall be vested in, and the man.
| agenent and control Of its affairs shall be
exercised by Board of Directors composed
| OF not less than three nor more than five
stockholders. majority of the directors
shall constitute a quorum for the transac.
ton OF all business. The directors shall be
elected annually. by ballot, by the stock
holders, on the first Monday in January ir
each year. Each stakeholder shall be en-.
titled in person or by proxy to a vote for
every share owned by him, and all elections
shall be held under such rules and regula
TONS as may be determined by the Board OF
| Directors, after fifteen days notice by mai
| of such election shall have been sent TO each
| stakeholder at his last known address. The
directors thus elected shall continue in of
ice TOR one year, or until their successors
| shall have been duly elected and qualified
No failure TO elect shall be regarded as a
| forfeiture of this charter ANY vacancy nc.
| curing on said board shall be filled by the
| remaining directors for the unexpired term:
| the said board shall likewise elect the adj
| ditional members in case they should deter.
mime to increase the number of said board
| Said Board of Directors shall at its frs,
meeting after its election, nominate out OF
| IT'S number, President, a Vice President
serve until their successors have been duIv
| elected and qualified
ARTICLE Vino stakeholder of this cor.
poration may offer for sale, sell, assign or
transfer his stock in this corporation with
out giving to the other stockholders twenty
days prlor notice of such intention, which
| notice shall be given in writing TO the
| President of the corporation and shall by
SAID President be Immediately made known
| TO the Directors Of the corporation. and the
other stockholders shall have the privilege
OF purchasing said stock at the book value
| thereof, said privilege to be exercised with.
IN thirty days from date of delivery of said
notice to the President.
ARTICLE VIL-No stakeholder shall eve,
be held liable or responsible for the con.
| tracts, faults or debts of said Corporation
nor shall any mere informality in its orga.
nization have the effect of rendering this
to any liability beyond the unpaid balance
due on the shares owned by him.
| ARTICLE VIII.-This act of incorporation
may be changed, modified or altered, OF
| 'iA4S Soi PoidllOn may De dissolved, with the
assent of the stockholders owning two-third.
OF all the stock of the corporation at !
general meeting convened for that purpose
and after at least ten days written notice
OF this meeting has been given through mai
addressed to each shareholder at his las
| known place of residence. In case ofdis
solution by the expiration of this charter o,
otherwise, the stockholders shall elect thre,
iiquidators from among their number. Il
| llquidate and settle the business and affair.
OF the company. In case of death or dis
ability of any one of said commissioners Of
liquidators, the survivors or remaining Ii
quidators shall appoint a successor to him
| The said lquidators shall have full powe,
to meet and act under the bylaws of the cor
poration and under regulations to be mad,
BY majority of said liquidators; to Fl,
the price and prescribe the terms of sale O
said property and the manner in which ths
| sale shall be made, and take notes and bonds
| secured by mortgage or otherwise, for par
OF the purchase price for all or any par
OF said property, provided, however, thai
the rights herein conferred upon the liqui
dators may be modified. changed or denied
by majority of the shares of the capita
stock of the corporation. The said liquida
tors shall have authority to sue for and
recover the debts and property in the name
of the corporation, and may be sued by the
same name, and they shall be liable in