The herald., 1918-01-24

to the objects and purposes hereinabove set
forth or as may be necessary, useful or
convenient for efecting said objects and
purposes.
Article V.-The authorized capital stock of
this corporation is hereby declared to be the
sum of One Hundred Thousand (Sl000O0.O0)
dollars, which capital stock may be increased
in the manner provided by law, TO the sum
of Five Hundred Thousand (S500,O0000) Dol
lars. The presently authorized capital of this
corporation shall be represented by one thou
sand $1,000 shares Of the par value of one hun
dred $4,000 dollars each. The said capital
stock shall be represented by certificates and
shall be personal property. No transfer of
said capital stock shall be binding upon this
corporation unless made in accordance with
its charter and bylaws and recorded on the
books thereof.
Article V-The capital stock of this cor
poration shall be fully paid and non-assess-
able when issued, and shall be issued only
for labor done or services rendered or fer
property actually received or for cash 10 be
paid at such times and in such amounts and
after such notice as may be determined by
the Board of Directors.
Article VIAL the powers of this corpo-
ration shall be vested in and exercised by
Board of not more than seven % and not
less than 90 directors, each of whom shall
hold, in his name, at least enc ~
share of stock. Said Board of Directors shall
be elected annually on the Second Tuesday
to be held in the year 1919. All such cleo
tions shall be by ballot, at the Office of the
corporation, under the supervision of two
" commissioners, to be appointed by the
Board of Directors, and in the absence of
any commissioner, the President shall have
power to NIL the place by appointment, and
of all such elections, as well as of all meet
ings of stockholders, except for the purpose
of liquidation or dissolution, or as otherwise
required by law, ten C0) days notice shall
be given by mailing to each stakeholder who
appears as such the books of the corpo-
ration, at his last designated address, or at
the general delivery at New Orleans, if he
has not designated address, announce
ment stating the time and place of the meet
ing. Each shareholder shall be entitled to
one vote for each share of stock standing in
his name on the books of the company, TO
be cast in person by proxy, and a ma
jority of the vote shall elect. The Board
of Directors shall have power to fill all va
cancies that may occur in the board. Failure
to elect directors on the day above specified
shall not dissolve the corporation, but the
directors then in office shall remain in Office
until their successors elected and quail
ihed Due notice of another election shall
forthwith be given, as above provided. Such
notice of election shall be continued to be
given until an election is held The Board
of Directors at their first meeting following
each annual election shall elect from their
number a President, a Vice-President and
Secretary Treasurer, and such other Off
offers as the Board of Directors shall deem
necessary. The Board shall have power, in
its discretion, to unite two or more Offices,
and the same to confer upon person
and shall have the power to fix tie salaries
of all officers and all such other officers and
employees as they deem necessary. The Board
of DirectorsWhall have power to make and
establish, well alter and amend, all
bylaws, rules and regulations necessary and
proper or the support and management Of the
business and affairs of said corporation, not
inconsistent with its charter. Said Board
shall also have full power and authority to
borrow money, and through the President or
| some other duly authorized agent or agents,
to execute mortgages, issue notes, bonds or
other obligations, in such amount and on
vantageous; and generally to do all things
reasonably necessary for the proper carrying
on of the business of this corporation, as
| also to issue and delive full.paid shares of
| stock and bonds or obligations of this cor
| poration, IN payment of money borrowed, or
| money, labor, services, and property or
| rights actually received by this corporation,
as heretofore set forth; and shall have power
to do all such acts and things as may be
| necessary to carry ont the objects and pur-
poses for which this corporation is organized.
A majority of the directors shall constitute
a quorum for the transaction of any business.
At any meeting of the board any director
| absent from the meeting may be represented
| by any other director, who may cast the
vote of said absent director, according to
the written instructions of said absent direc-
tor. The Board of Directors shall have the
power, by vote of not less than a majority
| thereof. to sell, lease, mortgage, by bond,
mortgage or otherwise, or to pledge any and
all of the property, movable or immovable,
belonging 20 the corporation, or TO receive in
exchange therefor, money OF stocks or bonds
or other obligations of another corporation,
without referring to the shareholders for
the power to do so; and they may also pur-
chase for stock in this corporation or for
cash. or on credit, property of any kind
rod nj Nha IS NlagC
corporation, without authority of the share
holders.
Until the next general meeting to be held
under this charter on the second Tuesday in
January, 1919, until their duly qualified
successors are elected and installed, the
the Board of Directors shall be composed of
Z: Ii Schooley, $50 North Dearborn ST..
Chicago, Illinois; Sylvan A. Gratia, New
fort, South Carolina, with c. II. Schooley
as President, with Sylvan A. Gratia as
Vice-rresident, and George Drewry as Sec
retary-Treasurer
and the capital stock of this corporation may
be increased or decreased, or this corpora
ton may be dissolved in the method and
manner provided by law.
Article VIII.-No stakeholder Of this cor
poration shall ever be held liable or respon-
sible for the contracts or faults Of this cor
poration in any further sum than the unpaid
balance on the stock for which he has sub
scrfDed, nor snail any mere intOrmality IN
organization have the effect Of rendering this
charter null err of exposing stakeholder to
any liability than as above provided
Article IX.-No stakeholder may sell, as
sign or transfer his stock in this corporation
without giving to the company, through its
Secretary, thirty (30) days prior notice in
writing of such intention, and the other
stockholders shall have the first privilege
of purchasing the said stock at the book
value thereof for a period of thirty days
from said notice, after the expiration Of
which time said stock may be sold in the
open market.
Thus done and passed in my Office at
the City of New Orleans. Louisiana, on the
day, month and year first above written in
the presence of Herbert Helmke and Eliza
Pickett. competent witnesses, who hereunto
sign their names with said appearers and me,
Notary, after due reading Of the whole.
Original signed) c. II. Schooley, per pro
5. A. Gratia, 800 shares George Drewry, per
pro s. A. Grstia. $50 shaes; S. A Gatia, one
share.
Witnesses: Herbert Helmke. Eliza Pickett.
OSCAR SCHREIBER, Not Pub.
/, the undersigned Recorder of Mortgages,
in and for the Parish of Orleans State of
Louisiana. do hereby certify that the above
and foregoin Act of Incorporation of the
Industrial Manufacturing Company, Incor-
porated," was this day duly recorded in my
Office in book 1919, folio =.
New Orleans. La, December =, 1917
(Signe0 EMILE J. LEONARD, by. r.
l hereby certify that the above and fore
going is true and correct copy Of the
original now on file in my current Notarial
oc~Ap crxxnyro,c ~,