The herald. [volume] (New Orleans, La.) 1905-1953, 1918-04-25
CHARTER

stock is subscribed and paid for. Tn
balance of the authorized capital stock re
naming in the Treasury of the Corpora
| ton may be issued at not less than pa
from time to time as the Board of Direc
| tors may determine.
The shares of stock shall be transfer
able only on the books of the corporation
and no trOnsfer of stock shall be bindin!
or have any effect on this corporation
unless and until made upon its books.
The capital stock of this corporation
may be increased up to an amount OF 81,
800, 10000 by vote of twO-thirds of all o
the outstanding stock at n meeting of thu
stockholders called for that purpose il
the same manner as provided Tor th'
meeting to elect Directors.
Article V.-All of the corporate powers
Of said corporation shall be vested in anC
exercised by Board of Directors com
posed of not less than three nor more
than five stockholders. said Directors
shall be elected annually on the THIRD
Monday in January, in each year at
general stockholders meeting, except the
first Board, appointed in this Charter
who shall hold their offices until the third
Monday in January, 1919.
All such elections shall be held by bal
lot and conducted at the Office of the cor
pOratiOn. Notice of such meeting and OF
all other stockholders meetings shall be
given in the manner prescribed by law
and when not so prescribed, then written
notice of such meetings shall be deposit
ed, at least fifteen (l5) days prior to the
ublh OF Sutn UlttllHE. III the post Ol't
Of the City of New Orleans, addressed to
each stakeholder at his last known resi-
dence or place of business.
At all such elections and at all corpor-
ate meetings every stockholder shall be
entitled to one % vote for each share OF
stock standing in his name on the books
Of the Corporation, TO be cast by him in
person or by his written proxy, and a
majority of the votes cast shall elect
Any vacancy occurring among the direc-
tors by death, resignation or otherwise
shall be filled by election for the uneX-
pired term by the remaining directors.
A failure to elect directors on the day
above specified shall not dissolve the cor
pOratiOn nor impair its corporate exist
ence or management, but the directors
then in Office shall remain in office until
their successors are elected and qualified.
The Board of Directors shall elect a
President, and one or more, not to eX-
coed four Eice-PreSidents, and Secre-
y-Treasurer. The President and Vice
Presidents shall be stockholders and Di-
rectOrS of the Corporation, but the Secre-
rector or stakeholder, at the discretion
of the Board of Directors. The number
of Directors shall be determined by the
stockholders at each annual meeting. and
the number of Vice Presidents shall be
determined each year by the Board of Di-
rectOrs.
The Board of Directors shall have pow
er and authority to appoint such agents,
managers, officers and other employees
necessary in their judgment to conduct
the business of the Corporation, and to
give to such agents, managers, officers
and other employees such authority as
they may deem necessary for the purposes
and business of the corporation. The Board
shall have the power to fix the compensa-
tons and define the duties of every officer
and employee and all agents, managers,
officers and other employees who shall
hold office and employment at the pleas
ure of said Board.
The Board may make and establish, as
well as alter and amend, any and all by
laws, rules and regulations necessary and
proper in its judgment for the conduct,
support and management of the business
and affairs of said corporation. At all
meetings of the Board of Directors each
director shall have the right to appoint a
proxy to act in his place and stead, the
person so appointed need not be a Direc-
tor but must be stakeholder.
The Board shall have full power and
authority to borrow money, execute mort
cages and create liens; to issue bonds,
notes and other obligations and to secure
the same by mortgage, pledge or other
wise; and, generally to do any and all
sary for the proper carrying on of the
business and affairs of said corporation.
The first Board of Directors shall be
of Anthony Wizard, Walter b.
and Anthony Wizard, Jr., whose present
addresses are set opposite their respec-
tive names to the subscription to the cap
ital stock of this corporation. The Board
of Directors shall at it's first meeting elect
the officers of this Corporation, in accord
with the terms of this Charter.
Article VI.-Whenever this corporation
shall be dissolved, either by limitation or
from any other cause, its affairs shall be
liquidated by three commissioners to be
appointed from amongst the stockholders
ut a general meeting of the stockholders
for such purpose; two-thirds in
amount of the capital stock of said cor
poration represented at said meeting shall
be requisite to elect. Said commissioners
shall remain in Office until the affairs of
said corporation shall have been fully Ii
quidated. In case of the death of one or
more of the commissioners, the vacancy
Or vacancies shall be filed by election by
the surviving commissioners. Said COM
missiOners shall have all powers con-
ferred upon them by law or by the stock
holders at such meeting, IL not inconsist-
ent with law.
Article yII.-This act Of incorporation
may be changed, modified or amended or
the capital stock of the corporation may
be increased or decreased, or said corpor-
alton may be dissolved, in the manner
provided by law.
Article yIII.-No stockholders shall ev-
er be held liable or responsible for the
contracts, faults, or debts of said corpor-
alton in any further ssm than the unpaid
balance due the corporation on the shares
Df stock owned by him nor shall mere in
formality in organization have the effect
Of rendering this charter null or of ex-
posing stakeholder to any liability be-
yond the unpaid amount, if any remain
ing. due on his stock.
Article IX.-In order that the charter
may serve as the original subscription
list of this corporation the subscribers
hereto have written opposite their names
md addresses the amount of the subscrip-
ion to the stock made by each, to-wit: d
Anthony Wizard, 1923 Nashville Avenue,
New Orleans, La, 2i99 shares; Anthony
Wizard, Jr.. Lake Charles, La, l share;
New Orleans, La, 2496 shares; w. Il. Gill
lean, AL Walnut Street, New Orleans,
la, 1 share; J. a. Taylor, 1917 Henry
LAY avenue, New orleans, La ! share
cans, La, l share; w. A. Hood, Lake
La. / share.
Thus done and passed, in my Office, at
he City of New Orleans, on the day,
en-, in the presence of ]. f. Pierson and
!. Il. Roth, competent witnesses, who
Iereunto sign their names with the said
ppearers and me, Notary, after reading
4 the whole.
Original signed)
witnesses: J. f. Pierson, F. b. Roth.
A. Wizard, 1928 Nashville Ave, New Or
cans, 2499 shares; Anthony Wizard, Jr.,
AXE Charles, La, 1 share; w. b. Gill; |
an. AL Walnut ST., n. o., / share; W.
J., 24e6 shares; Buckner Chipley, $40 |
81 Henry Clay Ave, N. o., / share; W. |
lien Hood. Lake Charles. La, by Buck |
er Chipley, share.
1, the undersigned, Recorder of Mort
ages, in and for the Parish of Orleans,
tate OF Louisiana, do hereby certify that
he above and foregoing Act of Incorpora-
on of the Lake Charles Naval Stores
Inp this dav Au1v raenriad N