The herald., 1918-04-25
CHARTERS.
or have any effect on this corporation, IN

less and until made upon its books.
| The capital stock of this corporation
| 10000 by vote of two -thirds of all of the
| outstanding stock at q meeting of the
stockholders called for that purpose in the
same manner as provided for the meeting
| Article V.-All OF the corporate powers
OF said corporation shall be vested in and
| exercised by a 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 a general stock
| holders meeting, except the first Board,
| appointed in this Charter, who shall hold
their Offices until the third Monday in
| January, 1919.
| 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 Q5) days prior to the
date of such meeting, in the post office
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 stakeholder 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 ma
jOrity of the votes cast shall elect.
Any vacancy occurring among the di-
rectOrs by death. resignation or otherwise,
shall be filed by election for the unex-
pired term by the remaining directors.
| 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
| President, and one or more, not to exceed
four Vice Presidents. and a Secretary
Treasurer. The President and Vice-Pres-
idents shall be stockholders and Directors
of the Corporation. but the Secretary
or stakeholder, at the discretion of the
Board of Directors. The number of Di-
rectors shall be determined by the stock
holders at each annual meeting, and the
| number of Vice-PreSidents shall be deter
mined each year by the Board of Direct
OrS.
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 pur-
poses and business of the Corporation.
The Board shall have the power TO fix
the compensations and define the duties
| of every officer and employee and all
agents. managers, officers and other en-
ployees shall hold office and employment
at the pleasure 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 Direct
| or but must be a stakeholder.
| The Board shall have full power and au
thority to borrow money, execute mort
cages and create liens: to issue bonds,
notes and other obligations and to secure
the same by mortgages. pledge or other
wise; and, generally to do any and all
| things reasonable convenient and neces-
| sary for the proper carrying on of the
4 business and affairs of said corporation.
The First Board of Directors shall be
| composed of Walter b. Chilean, Buckner
Chipley and John A. Taylor, whose pres
ent addresses are set opposite their re-
| spective names to the subscription to the
| capital stock of this corporation. The
Board of Directors shall at its first meet
| ing 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
| at general meeting of the stockholders
convened 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 IL
quidated. In case of the death of one or
more of the commissioners, the vacancy
or vacancies shall be filled by election by
the surviving commissioners. Said COM
| missioners shall have all powers conferred
upon them by law or by the stockholders
at such meeting, IL not inconsistent 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
Article VIII.-No stakeholder shall ever
be held liable or responsible for the con-
tracts, faults, or debts of said corpora
ton in any further sum than the unpaid
balance due the corporation on the shares
of stock owned by him. nor shall mere
informality in organization have the eff.
feet of rendering this charter null or of
exposing a stockhoIder to any liability
beyond 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 and ad-
dresses the amount of the subscription to
the stock made by each, to-wit:
Walter b. Chilean, AL Walnut Street,
". o., La, 1000 shares; Buckner Chipley,
$40 Broadway, n. o., La, $50 shares; John
A. Taylor. 1917 Henry Clay Avenue, N. o.,
Thus done 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 Theodore Harz,
and l.. G. Bordelon, competent witnesses,
who hereunto sign their names with the
said appearers and me, Notary, after read
ing of the whole.
W. B. Chilean. Al walnut ST.. New Or
leans, 1000 shares; Bucknsr Chipley. 5I9
Broadway, New Orleans, $50 shares; j.
A. Taylor, 1917 Henry Clay Ave, New Or
leans, $50 shares.
Witnesses: Theo. HarZ, L. G. BOrdelOn.
/ CHAS. l. DENECHAUD, Not. Pub.
I. 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 Incorpor-
alton of the Wiergate Naval Stores Co.,
Inc was this day duly recorded in my
office. in Book 1919, Folio 5S4.
New Orleans, April 4, 1913.
Signed: EMILE j. LEONARD, ID. X.
A true copy.
(SeaD
CHAS. l. DENECHAUD, Not. Pub.
Apr 11-1S-25 May 2-9-16
AMENDMENT TO CHARTER OF
| j. ARON & COMPANY, INC.