The herald. [volume] (New Orleans, La.) 1905-1953, 1918-07-04
CHARTERS.

Wise acquire, alenate, 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 it
SO desires a 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, as its
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 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 be car
ried on by it 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 machine shop for the repair
and manufacture of machinery and cngin-
ecring supplies; to conduct general en-
cheering 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
pOTation shall have the right to commence
bust ness and be a 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, bus 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-
creased 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 he held ject to this provision
and any sale or disposition, pledge or en-
Cumhrance of said stock shall be subject
to the provisions OF this charter. The
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
npally on the first Monday of July of each
year, except the first board of directors,
who shall be: Leo 5. We'll, 5llI Prytania
n.l, al
CarrolltOn Ave, New Orleans. Elkin
Moses, 1914 DufOssat ST., New Orleans. NJ.
q. We'll, 5l17 Prytania ST., New Orleans,
and who shall hold office until the first
annual meeting which shall be held on
the first Monday of July, 1913: All such
elections shall be held by ballot at the
office of the company, under the super
vision of two commissioners to be ap-
pointed by the Board Of Directors.
Notice of such meetings shall be given
by the secretary in writing, delivered to
each stakeholder in person or mailed TO
his last known address at least fifteen
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 filed by the remaining di-
\ rectors. The failure to elect directors al
the annual meeting shall not dissolve OF
| affect the corporation; nor impair its man.
| agement in any respect, but the directors
in Office shall remain in office until thslr
| successors are elected and qualified.
| The Board of Directors shall elect as
soon as possible after their own election
| from among their own number a Presi-
dent, Vice-President, Secretary and Treas
| urpr.
The Board of Directors may from time
to time name and appoint all such Off
GERS, agents, servants, and employees as
they deem necessary for the purposes OF
er to fix and define the duties of every of
| ticer. agent, servant, and employee. All
| 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 ana amend
| bylaws, rules and regulations necessary
| for the management OF the business and
| affairs of the corporation.
| Article VI.-Whenever the corporation
shall be dissolved either from limitation
or otherwise, its affairs shall be Hquidat-
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 in
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 OF
the death of either of the said commits
sioners, the vacancy shall be filled by cleo
| ton of the stockholders after similar
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 VII.-This act of incorporation
may be modified, changed, or altered, oil
| said corporation may be dissolved with
| the assent of two-thirds of the capita
| stock represented at a general meeting Of
the stockholders convened for such pur
pose and after each stakeholder shall have
been given notice in writing of such meet
ing fifteen days in advance or notice shal
have been given in a daily newspaper
published in this city once week TO,
thirty days preceding the meeting. TIT
said notice may be waived by the unani
lmous consent of all the stockholders. An!
change made or proposed with reference
to the charter or the capital stock shall
be 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 stakeholder 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 he'll
after written notice by the secretary I
each stakeholder delivered in person o
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