The herald., 1918-06-27
CHARTER.


nine hundred and eighteen.
BEFORE me, Andrew NJ Buchanan, a Not
airy Public, duly commissioned and swoTa
in and for the Parish OF Orleans, State OF
Louisiana, therein residing, personally came
and appeared the persons whose names are
hereunto subscribed, who declared that, avail
ing themselves of the provisions OF the laws
of this state relative to the organization
of corporations, and more particularly Act
No 267 OF the General Assembly Of TINS
State, approved July 9, 1914, they have cove
nanted and agreed and do by these presents
covenant and agree, bind, form and con
stitute themselves as we'll such persons
who may hereafter join or become associated
with them, into a corporation and body poll
tic in law, for the objects and purposes and
under the agreements and supulauons FOL
lowing. to-wlt:
ARTICLE 1.-The name and style of this
corporation shall be: Liberty Machine and
Welding Company, Inc.," and under that
name it shall have and enjoy all the rights,
advantages and privileges granted by law
to corporations; il shall exist for the period
of ninety nine years from this date; II shall
have power TO contract, sue and be sued IN
its corporate name; to make and use a cor
porate seal; and the same to break or alter
| at pleasure; to hold, receive, purchase, con-
vey, mortgage, hypothecate or pledge prop
| erty both real and personal; to borrow money;
| to issue bonds, notes and other obligations
or negotiable Instruments to have and en-
ploy such managers, directors, officers, agents
and other employees as the interest and CON
venience of said corporation may require or
| demand; TO make and establish such by
| laws, rules and regulations for the corpo-
rate management and control of the affairs
of the corporation as may be deemed neces-
sary and expedient
| ARTICLE 1.-THE domicile Of said cor
poration shall be establishe IN the City OF
| New Orleans, State of Louisiana, and all
| citations and other legal process shall be
| served on the President, and in his absence
on the Secretary Treasurer.
| ARTICLE lII-The objects and purposes
F, for which this corporation is organized and
| the nature of the business TO be carried on
by il are hereby declared to be to conduct
a general machine foundry and repair shop,
embracing the manufacture and repair OF
machinery and work of every. description;
TO buy and sell at wholesale and retail all
kinds of Mill, Machinery, Plantation and
Marine supplies, including Engines, boilers,
fittings, etc, and everything incidental there
to; and generally to conduct any other bust
ness, undertaking or enterprise connected
with or incidental to the said objects and
purposes.
ARTICLE Iv.--The capital stock of this
corporation is fixed at the sum of Five
Thousand Dollars (S5,0010O), divided into
fifty shares of the par value of one hundred
dollars each. All shares of stock shall be
full paid and worcestershire. No transfer
OF stock shall be binding upon the corpora
| ton unless made upon its books, and all
certificates of stock shall be signed by such
officers as may be designated by the Boar
Of Directors.
! This corporation shall have the right to
increase its capital stock up to the sum of
Twenty Thousand Dollars (S3O,OO0OO) to be
divided into shares of one hundred dollars
$4,000 each, provided said increase in the
capital stock shall have been authorized by
the stockholders at a meeting to be held
pursuant to the provisions of Article OF
this charter.
ARTICLE V.-All the corporate powers of
the company shall be vested in, and the man
| nf aft hall n
exercised by a Board of Directors composed
of not less than three nor more than five
stockholders. A majority Of the directors
shall constitute a quorum for the transac-
ton of all business. The directors shall be
elected annually by ballot, by the stock
holders, on the first Monday in January in
each year. Each stakeholder shall be en-
titled in person or by proxy to vote for
every share owned by him, and all elections
shall be held under such rules and regula-
tions as may be determined by the Board OF
Directors, after fifteen days notice by mail
of such election shall have been sent to each
stakeholder at his last known address. The
directors thus elected shall continue in of
flee for one year. or until their successors
shall have been duly elected and qualified
No failure to elect shall be regarded as 4
forfeiture of this charter. Any vacancy oc
curing on said board shall be filled by the
remaining directors for the unexpired term
the said board shall likewise elect the ad
ditonal members in case they should deter
| mine 10 increase the NUMBER OF Said board
} Said Board of Directors shall at its frs
5 meeting after its election, nominate out o
! its number, a President, a Vice President
E and Secretary-Treasurer, who shall als'
serve until their successors have been dull,
! elected and qualified.
e ARTICLE Vino stakeholder of this cor
poration may offer for sale, sell, assign o
transfer his stock in this corporation with
!, out giving to the other stockholders twent,
days prior notice of such intention, whic
notice shall be given in writing to tn
President of the corporation and shall b.
said President be immediately made know
to the Directors of the corporation, and tn
= | other stockholders shall have the privileg
y of purchasing said stock at the book valu
| thereof, said privilege to be exercised with
. in thirty days from date Of delivery of sal
: notice to the President.
n ARTICLE VII.-No stakeholder shall eve
q be held liable or responsible for the cor
i tracts, faults or debts Of said corporation
i nor shall any mere informality in its orgf
d nization have the effect OF rendering TIL
charter null, or OF exposing stockholde
II to any liability beyond the unpaid balanC
: due on the shares owned by him.
d ARTICLE VIII.-This act of incorporate
may be changed. modified or altered,
II this corporation may be dissolved, with II
n assent of the stockholders owning two THIRD
!; of all the stock Of the corporation at
d general meeting convened for that purpos
= and after at least ten days written motto
= OF this meeting has been given through ma
=. addressed 10 cdCn shareholder al MS Ia
1t known place of residence. In case ofdi
l. solution by the expiration of this charter
otherwise, the STOCKHOLDERS shall elect thr,
Is liquidators from among their number,
4 liquidate and settle the business and affai
= Of the company. In case of death or di
!, ability Of any one Of said commissioners
y liquidators, the survivors or remaining
NJ quidators shall appoint successor to hi
- =. The said lquidators shall have full pow
:, to meet and act under the bylaws of the ca
. poration and under regulations to be ma
IN by majority of said liquidators; to {
mr. the price and prescribe the terms of sale
ID said property and the manner in which &
o. sale shall be made, and take notes and bond
IL secured by mortgage or otherwise, for pa
or of the purchase price for all or any pa
in of said property, provided, however, tn
st the rights herein conferred upon the liqi
IS dators may be modified. changed or deni
rs by a majority of the shares of the capt.
ed stock of the corporation. The said liquid
tors shall have authority to sue for a
ed recover the debts and property in the mai
an of the corporation, and may be sued by I
Of same name, and they shall be liable
a soiido to any creditor or stockholders for