The herald., 1918-04-11
CHARTER


| cal, mechanical or otherwise; to do a
general foundry business in steel, brass,
IRON and other metals, also To do gen
! eral sheet metal manufuIIGriuG and
J constructing business. and To do any
other kind Of manufacturing and re-
| pairing that is. kindred To any of the
above set forth purposes, TO install all
! KINDS OF machinery and appliances; TO
| operate ana construct steam, electric
| ANA other power plants; to represent
others as agents or otherwise in the
same line or similar lines of business:
! 10 act as manufacturing agents and to
receive and sell goods on iEnments ;
10 acquire and own stock in other cor
PofatOnS. TO acquire by purchase, lease
or otherwise, patents or inventions that
might bc used for the purposes Of the
business of this corporation; and gen.
orally to do and perform any and all
things necessary or convenient to carry
on SAID objects and purposes.
ARTICLE ~.
The capital stock OF TINS corporation
Is hereby hNed at the sum Of atty thou
sand tS5O,OOO.OU) dollars, divided into
hNe hundred (J00) shares of the par
value OF one hundred tSlUO.OO) dollars
each. provided, that the amount to
| which the capital stock of this corpora
| ton may be increased shall be one
| hundred and fifty thousand dollars.
Two hundred and nifty shares, or
! twenty-five thousand dollars OF the
| capital stock of this corporation must
! be subscribed before the filing of the
articles of Incorporation. The sub
shall be payable III cash, property (real
| or personally, or for labor and services
rendered and performed
No stakeholder shall ever be held liza
Die or responsible for the faults, con-
! tracts or debts of this corporation in
any further sum than the unpaid ball
dncc due the corporation on the shares
OF stock subscribed by him, nor shall
any mere infOrmality i'm organization
nave the effect Of rendering this char
ter null, or of exposing any sharehold-
er 10 any liability whatsoever.
This corporation shall not engage in
business until two hundred and hfty
i55O) shares, or twenty-five thousand
tS25.OOO.OO) dollars of the capital stock
nave been issued and paid in, in cash.
II, in addition, any stock of this cor
poratlon Is exchanged, either in whole
or IN part, for property or good will in
that event the provisions of Section 3
OF Act 26I of 1914, shall be complied
ARTICLE V.
All the corporate powers OF this cor
pOratlon shall be vested in and cXor-
clSed by Board of Directors To be
composed of three stockholders each
OF whom shall own in his own right.
during his term of office, at least one
fun paid share of stock, all of whom
snail constitute a quorum for the trans
action OF business; provided, the Board
OF Directors are hereby authorized TO
increase, in their discretion, the number
or Directors to seven ca, in which
case four shall constitute a quorum
Inc Officers of this corporation shall
consist or President, Vice-President,
secretary and Treasurer, all of whom
snail be members of the Board of Di-
rectors. The offices of Secretary and
treasurer may be combined in one and
the same person.
The following named persons shall
constitute the first Board of Directors,
to-wit:
Ephriam Rosenberg, 1927 st. Charles
p. Seton schneidau. 1884 Robert
Street.
Benedict b. Hans, 1918 St. Charles
All residents of the City Of New Or
leans, State of Louisiana, as above
stated, with Ephriam Rosenberg as
pr rid' r. Seton Schneidau as Vice
4 PRESIDENT, and Benedict b. Hans as
oecretary-Treasurer and these direct
ors and Officers shall hold office until
the second Tuesday of March, 1918, or
ami anu o, rmeie successors are duly elected
Thereafter the directors shall be-
elected annually on the second Tuesday
directors shall be by ballot. and ~
stakeholder shall be entitled to one
vote Tor each share of stock standing
IN ms name on the books OF this cor,
poratlon; this vote to be cast in person
quire two-thirds of the stock present
or represented to elect
Failure to hold an election for dirao,
prs on the second Tuesday OF March
1919, or annually Thereafter. shall nn;
be old nor IorreitSre Of this charter. but
n office until their successors are dniv
elected and qualified. 1'S
The po, ARTICLE vi.
. Inc Inc board OF Directors shall hold
esuIar meetings at such times as shall
,e nxed In the bylaws of this corpora
ION. These meetings shall be held ar
ne d9micile OF the corporation, but the
resident may call special meetings ~
ne Board or Directors at such times AZ
e may deem advisable and he shall he
eequired to call such special meeting
'oard Of Directors. Three days' wr rhe
en- notice OF such special meetings
naii De given to the directors, unless
iaarer OF such notice is signed by the
LrecIors. any vacancy occurring in
ne Board OF Directors, either from
eath, resignation or inability to serve
9a M De nlled by the remaining Board
directors at its next regular meet
" after such vacancy shall have DC
urred. The first Board of Directors OF
r ms, cOrpo oht shall be required to
lent OF this corporation. which NAV he
tered. amended or changed as the ex-
sehcies OF the case may require
ARTICLE VII
The stock of this corporation NAV ba
,anSIerred, provided such transfer
nan De recorded on the books of this
Q rporatlon before it shall be required
. recognize the transfer of the new
oider or said stock. The total amount
the subscribed stock, as herein SET
orth, IS the sum of twenty-seyen thou
ana tS27,OOO00) dollars, or two hun
red and seventy (27O) shares. which
re hereby authorized to be issued fully
aIo LOT ana non inaccessible, for cash.
Tres to sell his stock, or any mart
hereof, he shall first offer same to the
emalning stockholders, in proportion
o their respective holdings nj ifs hooE
alue; This offer Is to be made TO an
ear by letter addressed to each stock
Older at his last known address Civ
ng thirty days option. At the expira-
ION OF when time the said stockholder
esIrInS 10 dispose OF his stock shall
e at liberty to sell at whatever nrica
hu 10 whom he shall please
ARTICLE VIII
rms charter may be modified or al
ered, the capital stock thereof in
Ieaseu or decreased, or the corpora-
ION may be dissolved with the assent
I two-thirds of the capital stock nres-
1T 1T OF represented at any meeting OF
iter prior notice in writing 10 eacb
lockholder, or mailed to him at his
ast known postoffice address. Ali in
( 1914 VI ACT <of
ARTICLE TX.
Al the expiration Of this charter or
ne earlier dissolution of this cornora
ION TOT any cause, its affairs shall be
Iquldated by one or more liuuidators
o be elected by the stockholders ali 20
nom snail hold stock in this cornoro
ION and said liGuidators are herabv
ested with full power and authority
lquidate the affairs of said cornora
ION, with full power to act under The
erms OF section 80 of Act 267 of 1914.