The herald., 1918-06-06
CHARTERS


without first Offering il to the other stock
holders through the Board of Directors
at its book value as determined by the
last annual statement; and the other
stockholders or the Board of Directors for
them in proportion to their respective
holdings shall have the right to buy the
same within thirty days for cash; all
stock to he held subject to this provision,
and any sale or disposition, pledge or en-
cumbrance of said stock shall be subject
to the provisions of this charter. The
Board of Directors shall have power TO
receive subscriptions for all stock not sub
scribed for herein and to issue the same
upon payment as aforesaid, but all such
stock or any increase of the capital stock
must first be offered to the owners of
stock at the time of such issuance in pro
portion to their respective holdings. The
capital stock of this corporation may he
increased to one hundred thousand dol
lars.
Article V.-All the corporate powers of
this company shall be vested in. and the
business and affairs shall be managed by
board of four directors to be elected an
nually on the first Monday of July of each
year, except the first board of directors,
who shall be: Leo 5. Well 5llI Prytania
St, New Orleans. Walter Il. Moses, 322S
CarrOlltOn Ave, New Orleans. Elkin
Moses. 1914 DufoSSat ST.. New Orleans. VI.
G.. We'll. 5ll7 Prytania St, New orleans,
and who shall hold office until the first
annual meeting which shall be held on
the first Monday of July. 1919. All such
elections shall be held by ballot at the
Office of the company, under the super
vision of two commissioners to be ap-
pointed by the Board of Directors.
Notice of such meetings shall be given
by the secretary in writing, delivered TO
each stakeholder in person or mailed TO
his last known address at least hfteen
days prior to such election; but this no
tice may be waived by all the StockhOld-
CrS.
At all elections and at all meetings of
the stockholders, every stakeholder Shall
be entitled to one vote for each share of
stock standing in his name on the books
of the company ut the date of such cleo
ton or meeting: said votes to be cast in
person or by written proxy, and IA ma
jOrity of the votes shall elect, Any vacan-
CicS occurring among the directors for any
cause shall be filled by the remaining di-
rectors. The failure to elect directors ut
the annual meeting shall not dissolve or
affect the corporation; nor impair its man
agement i'll any respect, but the directors
in Office shall remain in office until their
successors are elected and qualified.
The Board of Directors shall elect as
soon as possible after their own election
from among their own number Presl-
dent, Vice President, Secretary and Treas
urer.
The Board of Directors may from time
to time name and appoint all such Off
GERS, agents, servants, and employees as
the corporation. They shall have the pow
er to fix and define the duties of every of
hcer, agent, servant, and employee. All
agents, servants, and employees shall hold
office at the pleasure of the Board of Dl-
rectOrS unless otherwise specified by con-
tract. The Board of Directors may make
and establish, as well as alter and amend
bylaws, rules and regulations necessary
for the management of the business and
affairs of the corporation.
Article VI.-Whenever the corporation
shall be dissolved either from limitation
or otherwise. its affairs shall be liquidat-
Cd hN. tNH-n IN mi SSH N no aH
from amongst the stockholders at a gen
eral meeting of the stockholders convened
for such purpose of which meeting notice
shall be given in the time and manner
Article VII of this charter, and a major
ity in the amount of capital stock repre-
scented at Such meeting shall be requisite
to elect. Said commissioners shall remain
in office until the affairs of the corpora
ton shall be fully liquidated. In case of
the death of either of the said commits
SiOners, the vacancy shall be filled by cleo
ton of the stockholders after a similar
notice. until which time the survivor shall
continue to act. The said notice of meet
ing may be waived by the unanimous con
sent of all the stockholders.
Article NII.-This act of incorporation
may be modified, changed, or altered, or
said corporation may be dissolved with
the assent of twO-thirds of the capital
stock represented at a general meeting of
the stockholders convened for such pur-
been given notice in writing of such meet
ing fifteen days in advance or notice shall
have been given in daily newspaper
published in this city once a week for
thirty days preceding the meeting. The
said notice may be waived by the unani-
nous consent of all the stockholders. Any
change made or proposed with reference
to the charter or the capital stock shall
be made in accordance with the laws of
this State on the subject.
Article VIII.-NO stakeholder shall ever
he held liable for the faults or contracts
of said corporation in any further sum
than the unpaid balance due to the corpOr-
alton on the shares owned by him, nor
shall any mere infOrmality in organization
have the effect of rendering the charter
null or exposing any stakeholder to any
liability beyond the unpaid balance due
on his stock.
Article IX-All meetings of the stock
holders, except as herein otherwise pro-
yided or required by law. shall be held
after written notice by the secretary to
each stakeholder delivered in person or
mailed to his last known address not lat
er than five days prior to said meeting.
but such notice may be waived by the
unanimous consent of all the stockholders
Special meetings of the stockholders may
be called by the President, when deemed
necessary, and shall be called by him upon
the resolution of the Board of Directors,
or upon the written request of the own
ers of twenty-five per cent of the out
standing stock.
Inc SuDSCrlDerS hereto nave respective
ly written opposite their names the
amount of stock owned by them in this
corporation. so that this act of incOrpora-
tiOn may also serve as the original sub
scribtiOn list of the corporation.
Thus dOpe and passed, in my office. at
the City of New Orleans. on the day,
month, and year herein first above writ
ten, in the presence of Herbert 5. We'll
and Walter J. SUTTON, Jr.. competent wit
nesSes. who hereunto sign their Names
with the said appearers and me, Notary,
after reading of the whole.
Original signed).
Subscribers names omitted.
Witnesses: Herbert :. We'll. Walter J.
SUTTON. Jr.
WATTS X. LEVERICH. Not. Pub.
/, the undersigned, Recorder of Mort
cages, in and for the Parish of Orleans.
state of Louisiana, do hereby certify that
the above and foregoing act of incOrpOra-
ton of The Engineering Sales Company,
Inc, was this day duly recorded in my
Office, in Book -, Folio -.
New Orleans June 4th. 1918.
(Signed) EMILE J. LEONARD. by II.
]. the undersigned. Notary Public in
and for the Parish of Orleans State of
Louisiana. do hereby certify that the fore
going act is a true and correct copy of
the act of incorporation of The Engin-
eering Sales Company. Inc. passed before
me on the 3rd day of June. 1918, and of
record in my NOtarial Office.
New Orleans, June 4th. 1918.
WATTS X. LEVERICH, Not. Pub.
Jun 6-13-20-27 Jly All
CHARTER OF