The herald., 1918-06-27
CHARTERS.


be carried on by it, all the powers con
ferred by law upon corporations, lncluH1i
ing the power to purchase, lease, ser
mortgage, pledge. exchange ana otneI
wise acquire, ALLEVIATE, or dispose OF us
property, real, personal or mixed IN the
prosecution of its business; to contract,
sue and be sued, to make and use III IL
so desires a corporate seal and the same
| to alter or break at pleasure; to make
| bylaws for its government ana the salne
to alter, amend or repeal at pleasure; 10
name and employ such managers, direc-
| tors, officers, agents, and employees, as lts
| interests may require and generally 10
exercise all the powers necessary or con-
yenient to carry on said business
| Article 1.-THE dOmicile of this cor
| poration shall be in the City of New Or,
/ leans, Louisiana, and all citations ana
other legal process shall be served there
on the President, or in ms absence Ut
disability on the Nice-Presdent.
| Article III.-The objects and purposes
for which this corporation Is orEahlz a
and the nature of the business TO be car
| ried on by il are hereby declared to be:
TO carry on general engineering anu
machinery business in this city ana else
where: to buy and sell new ana second
hand machinery and engineering Supples
| outright or on a commission basis; 10
conduct Il machine shop for the repair
and manufacture of machinery ana "nglh-
ecring supplies; to conduct general en-
cheering practice and all connected Win
and appcrtaining thereto; and TO DO an
things incidental TO or connected with sald
.
| Article IV.-The capital stock of this
corporation is hereby fixed ut twenty-five
thousand dollars divided into two nun
dred and fifty shares OF the par value OF
one hundred dollars per share. The cor
poratiOn shall have the right to commence
business and be going concern Wheli
twelve thousand five hundred dollars OF
its stock shall have been subscribed ana
six thousand two hundred and nifty dol
lars paid for i'll cash. All other STOCK
subscribed for shall be paid for at such
Ia. I'd of
termine, but no stock shall be issued eN-
Cept for money or property received or
labor done. All transfers of the stock
shall be made on the books OF the COM
many on the surrender of the outstanding
certificate and pursuant to such rules as
the Board of Directors may prescribe. The
capital stock may be increased or 81, . Ges
state. No stakeholder shall have the right
to sell or otherwise dispose of his stock
without first Offering it 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 be held subject to this provision
and any sale or disposition, pledge or en-,
to the provisions of this charter Inc
Board of Directors shall have power 10
receive subscriptions for all stock not SUD
:
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 be
1 increased to one hundred thousand dol
lars. - -.
I this company shall be vested in, and the
{ business and affairs shall be managed Dy
4 a board of four directors to be elected an
7 / Al. low nf
year except the first board of directors
5 who shall be: Leo S. Well oil! Prytania
0 St, New Orleans. Walter Il. Moses, 322e
, Carrollton Ave, New Orleans. Elkip
q. We'll, 5117 Prytania St, New Orleans
! and who shall hold office until the hrst
e annual meeting which shall be held on
i the first Monday of July, 1919; All such
e elections shall be held by ballot at the
r office of the company, under the super
o vision of two commissioners TO De APP
: pointed by the Board of Directors.
o Notice of such meetings shall be given
4 by the secretary in writing, delivered tC
: each stockholder in person or mailed tC
his last known address at least niteel
o DAYS prior to such election; but this no
: tice may be waived by all the stockhold
5 erS.
4 At all elections and at all meetings OF
Q the stockholders, every stOckholder shal
: be entitled to one vote for each share OF
r stock standing in his name on the books
: Of the company at the date OF such elec
q
e person or by written proxy, and ma
: jority of the votes shall elect, Any vacan
cies occurring among the directors for any
II cause shall be filled by the remaining oil
o rectors The failure to elect directors a
r. the annual meeting shall not dissolve o.
r affect the corporation; nor impair It's man
!. agement in any respect, but the directors
in office shall remain in office until tnel
r successors are elected and qualified.
V The Board of Directors shall elect al
s soon as possible after their own election
!; from among their own number Presi
dent Nice-PreSident, secretary ana treas
Al The Board of Directors may from tim
3 to time name and appoint all such onl
n GERS, agents, servants, and employees a
they deem necessary for the purposes o
!, the corporation. They shall have the pow
: err to fix and define the duties of every OF
lr fcer, agent, servant, and employee Al
? agents servants, and employees shall hOl
: office at the pleasure of the Board or ID
rectOrs unless otherwise specified by con
NJ and establish, as well as alter and amen
n bylaws, rules and regulations necessar
D. for the management of the business an
~ affairs of the corporation.
~ Article VI.-Whenever the corporation
In shall be dissolved either from Limitation
n or otherwise, its affairs shall be liqutdat
ys ed by two commissioners to be appolnte
A. from amongst the stockholders at gen
> eral meeting of the stockholders convene
for such purpose of which meeting motto
d shall be given in the time ana manne
m provided Tor STOCKHOLDERS meetings i
NJ Article VII of this charter, and a major
a ity in the amount of capital stock repre-
N | scented at such meeting shall be requis1t
70 | to elect. Said commissioners shall renal
m in office until the affairs of the corpora
10 ton shall be fully liquidated. In case G
4 the death of either of the said commits
Nv sioners, the vacancy shall be filled by eleC
a. ton of the stockholders after simila
n notice, until which time the survivor sha
in continue to act. The said notice of meet
10 ing may be waived by the unanimous cor
sent of all the stockholders.
is Article VII.-This act of incorporate
or may be modified, changed, or altered, Q
of said corporation may be dissolved wit
m the assent of two-thirds of the capt.;
es stock represented at a general meeting {
nv the stockholders convened for such pul
20 pose and after each stakeholder shall hay
IN been given notice in writing of such meet
nv ing fifteen days in advance or notice sha
ne have been given in a daily newspapt
ty published in this city once a week fO
We thirty days preceding the meeting. tn
H. said notice may be waived by the unan
nous consent of all the stockholders. An
in change made or proposed with referenC
Y to the charter or the capital stock sha
T. be made in accordance with the laws
ri this State on the subject.
nj Article VIII.-No stakeholder shall eve
es be held liable for the faults or contract
" of said corporation in any further SUI
Id than the unpaid balance due to the corpol
te alton on the shares owned by him, nc
of shall any mere informality in organiZatio
or have the effect Of rendering the chartt
null or exposing any stakeholder to an