The herald. [volume] (New Orleans, La.) 1905-1953, 1918-03-14

sand, nine hundred and eighteen: Befor
me. Robert Legier, Notary Public, dull
commissioned and qualified in and for tn
Parish of Orleans State of Louisiana
aforesaid therein residing, and in tn
presence of the witnesses hereinafte
named and undersigned; Personally cam
and appeared:
The persons whose names are hereunt
subscribed, who declared that ayailinl
themselves of the provisions OF the law
of the State of Louisiana, and particular
Iy Act No. 267 Of the General Assembl.
Of the State of Louisiana for the yea
1914, they have cOyenanted and agreet
and do, by these presents, covenant
agree, bind, form and constitute them
selves as well as such other persons a
may hereafter join or become associated
with them into corporation and bod!
polite in law, for the objects and pur
poses and under the agreements and slip
ulations following, to-wit:
Article 1.-The name and style of this
corporation shall be the Union Iron
Works, Incorporated" and under thai
name IL shall have and enjoy all the
rights, advantages and privileges granted
by law to corporations: IL shall exist fol-
n period of ninety nine years from the
date hereof; 1t shall have power and au-
th0rity to sue and be sued in its cOrpOr-
ate name; to make and use a corporate
seal, and the same to break or alter at
pleasure; to hold, receive, purchase, con-
vey, mortgage and hypothecate property
real personal and mixed; to issue bonds,
notes and other obligations: to have and
employ such managers, officers and direc-
tors, agents and other employees as the
interest and convenience Of the corporation
may require or demand, and to make and
esta blish such bylaws, rules and regula-
tiOns for the corporate management and
control of its business and affairs as may
be deemed necessary and eXpedient.
Article 1.-THE dOmicile of the said
corporation shall be in the City of New
Orleans, State of Louisiana, but 1t may
establish offices and agencies throughout
he. Tntt Gtafn Of nd ION
countries.
All citations and other legal process
shall be served on the President, and in
his absence on the Vice President 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 operate a general machine shop; 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 machinery and
sheet metal products; to erect and con,
struct or contract for the erection and
construction of buildings, workshops and
mechanical plants, and generally to do
and engage in any other business, under
taking or enterprise connected with, grow
ing out Of, incidental or germane to any
Of the objects and purposes hereinaboye
set forth or contemplated by this charter.
Article IV.-The capital stock of this
corporation is hereby fixed at the sum of
Five thousand (S5,O00O0) Dollars, divided
into fifty 500 shares of the par value of
One hundred SlOO.OO) Dollars each, which
shall be paid for in cash on the call of
the Board of Directors, or may be issued
at not less than par for property pur-
chased by or services actually rendered
to the corporation.
The capital stock Of the corporation
no inpraa Sp1 IN n
Fifty thousand (SJ0OO0.O0) Dollars.
All shares of stock shall be full paid
and non assessable No transfer of stock
shall be binding upon the corporation I'M
less made upon its books, and all Certii-
Gates OF stock shall be signed by the Of
fcers designated by the Board of Direc-
tors
Article v.-AIl 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 (3) stock
holders, which number may be increased
to not more than seven (7D at the discre-
ton of the Board Of Directors. A ma
jority of the Directors shall constitute a
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
be determined by the Board of Directors
but after at least fifteen days notice
thereof shall have been given to each
stakeholder by such notice thereof deliv
cred personally to such stakeholder, or
by depositing in the pOst-office, properly
addressed. notice to each stakeholder
The directors thus elected shall continue
In Office for one year or until their sue
cessors shall have been duly elected and
qualified. All stockholders shall be en-
titled, 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 failure to
hold an election shall be regarded as n
forfeiture of this charter. Any vacancy
occurring on said Board of Directors shall
be filled by the remaining directors for
the unexpired term. Said Board of Di-
rectors shall likewise elect the additional
members in case they should determine TO
increase the number Of the Board as here
inabove provided. Said Board of Direc-
tors, shall at its first meeting elect from
among its number, President one or
more Vice Presidents, a Secretary and a
said offices into one and may even elect a
Secretary, who is not stakeholder or
director. Said Board Of Directors shall
have the right and power to appoint and
dismiss such clerks and other employees
of the corporation, including the Secre-
tary who is not a stakeholder or director,
as conditions may justify or the business
of the corporation may require. The
tenure of Office of all employees of the
corporation shall be during the pleasure
of the Board of Directors.
held liable or responsible for the contracts,
faults or debts of this corporation, nor
shall any mere informality In its organ
ixahinR have the effect of rendering this
null or Of exposing a stakeholder
liability beyond the unpaid bal
he on the shares Of stock owned
Eticie vII.-This act Of incorporation
W be changed, modified or altered by
vote Of two-thirds Of the persons own
Ing the issued capital stock of this cor
poration, at meeting convened for that
purpose, after notice shall have been Civ
en- In the manner and form provided for
I'm 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
Ing the maximum herein fixed or decreas-
cd to an amount less than the corporate
Indebtedness, without the consent and APP
proval 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 owing two-thirds of the issued
capital stock of the corporation at meet
ing convened for that purpose after no
tice of such meeting shall have been Civ
en- to each stakeholder in accordance with
act Of Incorporation. In the event of the
dissolution of this corporation by the ex-
piration OF this charter or otherwise, the
business and affairs of the corporation
shall be settled by three liquidators to be
elected by the stockholders from among
cides to hQuidate. The fees and COM
pensation Of the said liquidators shall be
liked and determined at the meeting at
which they are elected. Said liquidators