The herald. [volume] (New Orleans, La.) 1905-1953, 1918-07-11
CHARTER.

| United States OF America, stare OF LOUIS
lana, Parish Of Orleans, City OF New
| Orleans:
Be it known. that on this Fourth day OF
the month OF June, in the year one thousand
nine hundred and eighteen.
| Before me, Andrew NJ Buchanan, a Not
airy Public duly commissioned and sworn
| in and for the Parish OF Orleans, State OF
! Louisiana, therein residing, personally came
and appeared the persons whose names are
| hereun;o 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 this
State, approved July 9, 1914. they have cove
| nanted and agreed and do by these presents
covenant and agree, bind, form, and con-
| stltute themselves as well as such persons
who may hereafter join or become associated
with them, into corporation and body poll.
| tic in law, for the objects and purposes and
under the agreements and stipulations fol
| lowing, to-wIt:
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
| 70 corporations; il shall exist for the period
of ninety-nine years from this date; it shall
| have power 10 contract, sue and be sued IN
| its corporate name; TO make and use 4 cor
porate SEAL and the same to break or alter
at pleasure; to hold, receive, purchase, con-
/ Vey, mortgage, hypOtneCate or pledge prop
| erty both real and personal; TO borrow money
| 10 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 xequire 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.
| poration shall be established 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 III.-The objects and purposes
for which this corporation is organized and
the nature of the business to be carried on
by 1t 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 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 (ssO0OO), divided into
tltty 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
Of Directors.
This corporation shall have the right to
increase its capital stock up to the sum of
twenty Thousand Dollars (s3O,OoOOO) to be
d d.,n into shares of one hundred dollars
ed Sa.I
capital stock shall have been authorized by
the stockholders at a meeting to be held
pursuant to the provisions of Article V of
this charter
ARTICLE v.-AIl the corporat. now.-s of
the company shall be vested in, and the man.
agement and control of its affairs shall he
exercised by Board of Directors composed
OF not less than three nor more than five
s sboI A majority Of the directors
snah constitute quorum for the transac.
tion OF all business. The directors shall he
elected annually by ballot, by the stool
holders, on the first Monday in January in
eaGh year. Each stakeholder shall be en-
TITLED IN person or by proxy to a. vote for
every share owned by him, and all elections
snail be held under such rules and reO,,Ia
tons as may be determined by the Road of
directors, after fifteen days notice by mail
OF such election shall have been sent n e.cb
stakeholder at his last known address TIRE
directors thus elected shall continue in Of
nee LOT one year, or until their successors
snaIi nave been duly elected and qualified,
20 failure TO elect shall be regarded as
FORFEITURE OF this charter. ANY vacancy oc
curing on said board shall be filled by the
remaining directors for the unexpired term.
me said board shall likewise elect the adj
uitIonaI members in case they should deter
u Hhne 70 increase the number of said board
Said Board of Directors shall at its first
meeting after its election, nominate out of
It's number, President, Vice-Pres;dent
ana Secretary-Treasurer, who shall also
serve until their successors have beer Al,
elected and qualified.
AKlICLE Vino stakeholder of this eor
porahon may offer for sale, SELL assign or
transfer his stock in this corporation with.
out out giving to the other stockholders twenty
days prior notice of such intention. which
notice shall be given in writing n tha
PRESIDENT of the corporation and shall by
sald President be immediately made known
70 the Directors of the corporation, and the
ofher stockheiders shall have the privilege
!nereot. said privilege to be exercised with.
IN thirty days from date of delivery Of said
notlee r to the President.
AKIiSLE Vino stakeholder shall ever
De heId liable or responsible for the CON
tracts; faults or debts of said cornoration
nor shall any mere informality in its ora
nization have the effect of rendering his |
charter nuih or of exposing a stockholder
a. 20 any LIABILITY beyond the unpaid balance |
que on the shares owned by him.
ARTICLE VIII.-This act Of ;ncornor,,;o,, |
may be changed. modified or altered, or
ms corporation may be dissolved with the |
assent OF the stockholders owning two.tbirds |
Of all the stock of the Corporation at |
general meeting convened for that purpose.
ana after at least ten days written notice
d this meeting has been given through mail |
addressed to each shareholder at his last
known place of residence. In case ofd;s.
solution by the expiration of this charter or
otherwlse, the stockholders shall elect three |
iquidators from among their number. Ia
iquidate and settle the business and affairs
d the company. In case of. death or dis |
ABILITY OF any one of said missioners or |
the survivors or remaining H. |
luidators shall appoint a successor to him. |
The said liquidators shall have full power
% meet and act under the bylaws of the cor.
ooration and under regulations to be made
oy majority of said liquidators; to fix
he price and prescribe the terms of sale OF
said property and the manner in which the
sale shall be made, and take notes and bonds.
secured by mortgage or otherwise, for part
u the purchase price for all or any part |
u said property, provided, however, that
he rights herein conferred upon the lioui-
iators may be modified, changed or denied
~ a majority of The shares of the capital
tock Of the corporation. The said liquida-
ors shall have authority to sue for and
ecover the debts and property in the name /
Il the Corporation. and NAV r. su>d - a.