The herald., 1918-06-13
CHARTERS.

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 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
interests may require and generally to
exercise all the powers necessary or con
Yenient to carry on said business.
Article 1.-THE dOmicile of this cor
poratlon 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 Vice President
Article lII.-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 cnEin-
erflnG supplies; to conduct "A 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 twrnty-f five
thousand dollars divided into two hun
dred and fifty shares of the par value of
oll'- huuNEt'u holldTS per snare. i ne cor
poration shall have the right to commence
business 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, but no stock shall be issued eN
| labor done. All transfers of the stock
! shall he made on the books of the com
pany on the surrender of tn" outstanding
ccrlncate 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 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 Van the corporate powers of
this company shall be vested in, and the
business and affairs shall be managed by
n 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 :. We'll, 5l1I Prytania
St, New Orleans. Walter Il. Moses, 322S
('1rrnllfnn Orleans
Moses. 1914 DufOSSat ST.. New Orleans. VI.
q. Well 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 TO
each stakeholder in person or mailed TO
bis 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 a ma
jOrity of the votes shall elect, Any yacan-
cies occurring among the directors for any
cause shall be filled by the remaining di-
rectOrs. The failure to elect directors at
the annual 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 a Presi-
dent, Vice President, Secretary and Treas
urer.
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
the corporation. They shall have the pow
er to fix and define the duties of every of
iicer, 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 and 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 liquidat-
ed by two commissioners to be appointed
from amongst the stockholders at a 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 a 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 Widths act of incorporation
may be modified, changed, or altered, or
said corporation may be dissolved with
the assent of twO-thirds Of the capital
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 shall
have been given in daily newspaper
published in this city once a week for
thirty days preceding the meeting. The
said notice may be waived by the unani-
nous consent of all the stockholders. Any
change made or proposed with reference
to the charter or the capital stock shall
he made in accordance with the laws of
this State on the subject.
Article VIII.-No stakeholder shall ever
be held liable for the faults or contracts
of said corporation in any further sum
than the unpaid balance due to the cOrpor-
alton on the shares owned by him, nor
shall any mere infOrmality in organization
have the effect of rendering the charter
null or exposing any stakeholder to any
liability beyond the unpaid balance due
on his stock
Article IX.-All meetings of the stock
holders, except as herein otherwise pro-
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