The herald., 1918-06-20
CHARTERS.

wise acquire, ALLEVIATE, or dispose of its
property, real, personal or mixed in the
prosecution of its business; to contract.
sue, and be sued, to make and use If ii
SO desires corporate seal, and the same
to alter or break at pleasure; to make
bylaws for its government and the same
to alter amend or repeal at pleasure; TO
name and employ such managers direc-
tors, officers, agents and employees, rs its
exercise all the powers necessary or con
venient to carry on said business.
Article 1.-THE domiclle of this cor
pOratiOn shall be in the city of New Or
leans, Louisiana, and all citations and
other legal process shall be served there
on the President, or in his absence or
disability on the Nice-President.
Article III.-The objects and purposes
for which this corporation is organized
and the nature of the business to he car
ried on by 1t are hereby declared to be:
to carry on general engineering and
machinery business in this city and else
where; to buy and sell new and second
hand machinery and engineering supplies
outright or on commission basis; to
conduct a machine shop for the repair
and manufacture of machinery and cngin-
eeTing supplies; to conduct a general en-
gineering practice and all connected with
and appertaining thereto and to do all
things incidental to or connected with said
business.
Article IV.-The capital stock of this
corporation is hereby fixed at twenty five
thousand dollars divided into two hun
one hundred dollars per share. The cor
pOratiOn shall have the right to commence
business and be going concern when
twelve thousand five hundred dollars of
its stock shall have been subscribed and
six thousand two hundred and fifty dol
lars paid for in cash. All other stock
subscribed for shall be paid for at such
time as the Board Of Directors shall de-
termine, but no stock shall be issued ex-
Cept for money or property received or
labor done. All transfers of the stock
shall be made on the books of the com
pany 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 de
crea Sed in accordance with the laws of this
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-
Cumbrance of said stock shall be subject
TO the provisions of this charter. The
Board of Directors shall have power to
receive subscriptions for all stock not sub
Scribed for herein and to issue the same
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
increased to one hundred thousand dol
lars.
Article V.-All the corporate powers of
this company shall be vested in, and the
business and affairs shall be managed by
board of four directors to be elected an
nually on the first Monday of July of each
year, except the first board of directors,
who shall be: Leo 5: We'll, oil! Prytanl ba
nrla MnSAS
CarrOlltOn Ave. New Orleans. Elkin
Moses, 1914 Dufossat ST., New Orleans. NJ.
q. We'll. 5llT Prytania St, New Orleans,
and who shall hold office until the first
annual meeting which shall be held on
the first Monday of July, 1919. All such
elections shall be held by ballot at the
office of the company, under the super
vision of two commissioners to be APP
pointed by the Board of Directors.
Notice of such meetings shall be given
by the secretary in writing, delivered 10
each stakeholder in person or mailed to
his last known address at least htteen
days prior to such election; but this no
tice may be waived by all the stockhold-
erS.
At all elections and at all meetings of
| the stockholders, every stakeholder shall
be entitled to one vote for each share of
stock standing in his name on the books
of the company at the date of such cleo
| ton or meeting: said votes to be cast IN
person or by written proxy, and ma
| jority of the votes shall elect, Any vacan-
cies occurring among the directors for any
cause shall be filled by the remaining d.
| rectors. The failure to elect directors nj
| theSannual meeting shall not dissolve or
| affect the corporation; nor impair its man.
| agement in any respect, but the directors
| in office shall remain in Office until their
successors are elected and qualified.
| The Board of Directors shall elect as
| soon as possible after their own election
| from among their own number Presi-
dent, Vice President, Secretary and Treas
| urer.
The Board Of Directors may from time
to time name and appoint all such OIL
| they deem necessary for the purposes OF
the corporation. They shall have the pow
er to fix and define the duties of every OF,
| ficer. agent, servant, and employee: Al
| agents, servants, and employees shall hold
| office at the pleasure of the Board of Di
| rectors unless otherwise specified by con
| tract. The Board of Directors may MAKE
| and establish, as well as alter and amend
lby-laws, rules and regulations necessary
for the management of the business anc
| affairs of the corporation.
| Article VI-Whenever the corporation
shall be dissolved either from limitation
| or otherwise its affairs shall be liquidat
| ed by two commissioners to be appointed
from amongst the stockholders at gen
eral meeting of the stockholders convened
for such purpose of which meeting notice
shall be given in the time and manner
provided for stockholders meetings IL
| Article VII of this charter, and major
ity in the amount of capital stock repre-
| scented at such meeting shall be requisite
to elect. Said commissioners shall remain
in Office until the affairs of the corpora
ton shall be fully liquidated. In case o.
the death of either of the said commits
siOners the vacancy shall be filled by cleo
ton of the stockholders after simllal
notice until which time the survivor shall
continue to act. The said notice of meet
ing may be waived by the unanimous con
sent of all the stockholders.
Article Widths act of incorporation
may be modified, changed, or altered, o.
said corporation may be dissolved will
stock represented at a general meeting o
the stockholders convened for such pur
pose and after each stakeholder shall hav
been given notice in writing of such meet
ing fifteen days in advance or notice shal
have been given in daily newspape
published in this city once a week TO
thirty days preceding the meeting. Tn
said notice may be waived by the unani
nous consent of all the stockholders. An.
change made or proposed with referene
to the charter or the capital stock shal
he made in accordance with the laws o
this State on the subject.
| Article VIII.-NO stakeholder shall eve
be held liable for the faults or contract
of said corporation in any further sun
than the unpaid balance due to the cOrpor
alton on the shares owned by him, no
shall any mere infOrmality in organization
have the effect of rendering the charte
null or exposing any stOckholder to an
liability beyond the unpaid balance du
| on his stock. .
Article IX.-All meetings of the stock
holders. except as herein otherwise pro
vided or required by law, shall be hel
| after written notice by the secretary [