The herald. [volume] (New Orleans, La.) 1905-1953, 1918-04-18
CHARTER


hold, receive. purchase, convey, mortgage
and hypOthecate property, real, personal
and mixed to issue bonds. notes and 9th
| er obligations: to have and employ such
| managers, officers and directors, agents
and other employees as the interest and
| convenience of the corporation may re-
quire or demand, and TO make and estab-
/ liSh such bylaws, rules and regulations
for the corporate management and con-
troll of its business and affairs as may be
deeH-d necessary and expedient
Article 1.-THE domicile of the said cor
pOratiOn shall be in the City of New Or
| leans, State of Louisiana, but it may eS-
| tabliSh offices and agencies throughout the
| United States of America and foreign
countries.
All citations and other legal process
shall be served on the President, and in
| his absence on the Vice President of the
said corporation. In the absence of the
President and Vice President, then said
process shall be served on the Secretary
of the said corporation.
| Article III.-The objects and purposes
! for which this corporation is organized
and the nature Of the business to be car
ried on by il are hereby declared to be
to buy, sell manufacture and deal in. at
wholesale or retail for its own account
or as agent. distributor or intermediary,
all kinds and character of electrical appll-
anccs, apparatus, machinery, supplies and
equipment of every kind and description /;
to conduct a general electrical supply
business in all of its various branches, to
erection and construction of buildings,
workshops and mechanical plants, and
generally to do and engage in any other
business. undertaking or enterprise con
gormanr to any of the objects and pur-
poses herpinabOve set forth or cOntem-
plated by this charter.
Article IV.-The capital stock of this
corporation is hereby fixed at the sum of
Five thousand ($5OOO.00 Dollars, divided
into fifty (JO) shares of the par value of
one hundred (Sl00.OO) Dollars, each, which
shall be paid for in cash on the call of
the Board Of Directors, or may be issued
ut not less than par for property pur-
chased by or services actually rendered to
the corporation.
The capital stock of the corporation
may be increased TO a sum not exceeding
Fifty thousand (SJO,OOOOO) Dollars.
All shares of stock shall be full paid
and worcestershire No transfer of stock
shall he binding upon the corporation I'M
less made upon its books. and all Certif-
Gates of stock shall be signed by the Of
ficers designated by the Board of Direc-
tors.
Article V.-AH the corporate powers of
this company shall be vested in and the
management and control of its business
and affairs shall be exercised by Board
of Directors composed of three 90 stock
holders, which number may be increased
to not more than seven "a at the diScre-
ton of the Board of Directors. y ma
jority of the Directors shall constitute Il
quorum for the transaction of all bust
ness. The directors shall be elected an
nually by ballot of the stockholders on
the second Wednesday of February in
each year. All elections shall be held UNI
der such rules and regulations as may be
determined by the Board of Directors,
but after at least fifteen days notice
thereof delivered personally to such stock
holder, or by depOsiting in the pOst-Of
flee. properly addressed, notice to each
stockholder. The directors thus elected
shall continue in Office for one year or
until their successors shall have been duly
elected and qualified. All stockholders
shall be entitled. in person or by written
proxy, to one vote on each share of stock
owned by him and standing in his name
on the books of the corporation. No fail
ure to hold an election shall be regarded
as a forfeiture of this charter. ANY va
cancy occurring on said Board of Direc-
tors shall be filled by the remaining di-
rectOrs for the uneXpired term. Said
Board of Directors shall likewise elect the
additional members in case they should
determine to increase the number of the
Board hereinabOve provided. Said
Board of Directors, shall at its first meet
ing elect from among its number Pres
ident, one or more Vice PreSidents a Sec
rotary and a Treasurer. 1t may combine
any two of said offices into one and may
even elect a Secretary, who is not stock
holder or director.
Article Vino stakeholder shall ever
be held liable or responsible for the con-
tracts, faults or debts of this corporation,
nor shall any mere infOrmality in its or
ganiZatiOn have the effect of rendering
this charter null or of exposing a stock
holder to any liability beyond the unpaid
balance due on the shares of stock owned
by him.
Article VII.-This act of incorporation
may be changed, modified or altered by a
vote of twO-thirds of the persons owning
the issued capital stock of this OrganiZa-
ton, at a meeting convened for that pur-
pose. after notice shall have been given
in the manner and form provided for in
Article of this act of incorporation,
provided, however, that the objects and
purposes for which this corporation is or
ganized shall not be changed, modified or
altered or the capital stock of this cor
pOratiOn increased to an amount exceed
ing a maximum herein fixed or decreased
to an amount less than the corporate in
debtedness, without the consent and ap
prevail of the stockholders owning three
fourths of the issued capital stock of this
corporation.
Article VIII.-This corporation may be
dissolved with the assent of the stock
holders owning twO-thirds of the issued
stock of the corporation at a meeting con-
vened for that purpose after notice of such
meeting shall have been given to each
stakeholder in accordance with the terms
provided for in Article V of this act of
incorporation. In the event of the dis
solution of this corporation by the eXpir-
alton of this charter or otherwise the
business and affairs of the corporation
shall be settled by three liquidatOrs to be
elected by majority of the stockholders
from among their number at the meeting
which decides to liquidate. The fees and
compensation of the said liquidatOrs shall
be fixed and determined at the meeting at
which they are elected. Said liquidators
shall have full power and authority to
settle the entire business and affairs of
the corporation. In the event of the death
or inability of any of said liquidators,
the survivor or survivors shall appoint a
successor to him or them.
Article IA.-Until the election to be held |
in February, 1919. the following named |
stockholders shall constitute the first
Board of Directors, viz: SCHUYLER B. Cole
man, Gayle Schneidau and David V. John |
stOn, with the said Schuyler Il. Coleman |
as President. the said David V. Johnston /
as Vice President and the said Gayle |
Schneidau as Secretary Treasurer. |
Article X.-The subscribers hereto have |
respectively written opposite their names |
subscribed for by each of them, together |
with their post office addresses so that |
this act of Incorporation shall serve as |
an original subscription list.
Thus done and passed at my Office in |
this City, on the day, month and year,
Of Stirling ParkersOn and George +. Her
Der, both of this City. competent wit
nesses, who have hereunto signed their /
names with the said appearers and me,
Notary. after due reading of the whole.
Gayle schne ida 1918 S. Liberty st.,
Twelve l12) shares; David V. Johnston,
S23 s. Pierce ST., One "a share; s. b. |
Coleman, 1446 Nash Ave, Twelve Q2) |
shares.
witnesses: Geo. F. Herber, Stirling
Patterson.
LAWRENCE NJ. JANIN, Not. Pub.
/, the undersigned Recorder of Mort |
cages. in and for the Parish of Orleans