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

! ing the power 10 purchase, tease. SELL
mortgage pledge, exchange. and other
| wise acquire. ALLEVIATE, or dispose Of its
/ property. real, personal or mixed IN the
prosecution of its business, 20 contract,
sue and be sued, to make and use If IT
80 desires "a corporate seal, and the same
TO alter or break ut pleasure. to make
by-Iw> 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 lis
interests may require aud generally TO
exercise all the powers necessary or con-
ycui"ut TO carry ON said business.
Article 1.-THE GOmiCile OF this cor
Pora'iOH shall be in the city Of New or
leans, Louisiana, and all citations and
other legal process shalt be served there
on the President or in his absence or
disability on ia" Nigr-Prc,ident.
Article III The objects and purposes
FOR which this corporation is organized
and the nature of the business to be car
rjcd on 10y it are hereby declared to be:
90 carry on n general engineering ana
machinery business in this city and else
where; To buy and sell new and second
hand machinery and engineering supplies
outright or on q commission basis, TO
conduct machine shop for the repair
and manufacture of machinery and engin-
eeriug supplies. to conduct a general en-
gineeriug practice and all connected with
and appertainiuG thereto, and to do all
things incidental to or connected with said
Article Iv.-Thc capital stock Of this
corporation is hereby fixed at twenty-five
thousand dollars divided into Two nun
drcd and fifty shares Of the par value OF
one hundred dollars per share. The cor
poratiOn shall have the right TO commence
business aud he 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 rs the Board of Directors shall de-
/ tCrmiuc, hut no stock shall be issued eN-
( Sept for money or property received or
labor done. All transfers of the stock
i shall he made on the books of the com
/ puny 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 il to the other stock
/ holders through the Board of Directors
ut 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-
Cumbrantc 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, hut all such
. stock or any increase Of the capital stock
Z
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.-An the corporate powers OF
this company shall be vested In, and the
business and affairs shall he managed by
a 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, 5ll7 Prytania
Carrollton Ave, New Orleans. Elkin
/ Moses. 1914 DufOssat St, New Orleans. NJ.
! G.. We'll, 5ll1 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 he 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 ut least fifteen
days prior TO such election; but this no
tice may be waived by all the stockhold-
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 or such elec-
ton or meeting; said votes to be cast in
person or by written proxy, and ma
jOrity of the votes shall elect, Any vacan-
cause shall be filled by the remaining d.
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 Prest-
dent Vice-President, Secretary and Treas
urer.
l I
to time name and appoint all such OIL
GERS, agents, servants, and employees as
they deem necessary for the purposes of
P the corporation. They shall have the pow
5 er TO fix and define the duties of every of
ficer, agent, servant, and employee. All
agents, servants, and employees shall hold
! Office at the pleasure of the Board OF Di-
rcctOrs unless otherwise specified by con-
tract. The Board of Directors may make
aud establish as well as alter and amend
bylaws, rules and regulations necessary
for the management of the business ana
5 affairs of the corporation.
Article NI.-Whenevcr 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 gem
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
e ity in the amount of capital stock repre-
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
tion 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 VII.-This act of incorporation
? may be modified, changed, or altered, OF
said corporation may be dissolved with
9 the assent of two-thirds of the capital
stock represented at a general meeting Of
g the stockholders convened for such pur
= pose and after each stakeholder shall hav'
X been given notice in writing of such meet
ing fifteen days in advance or notice snal
= have been given in daily newspape
% published in this city once week TO
D. thirty days preceding the meeting. III
N said notice may be waived by the unani
r nous consent of all the stockholders. An
20 change made or proposed with referenC
n to the charter or the capital stock sha
be made in accordance with the laws {
IN this State on the subject.
III Article NIII.-No stakeholder shall eve
~ be held liable for the faults or contract
T. of said corporation in any further SUI
u than the unpaid balance due to the cOrpO
o. alton on the shares owned by him, M
-, shall any mere infOrmality In organiZatlC
SO have the effect of rendering the chart'
OF null or exposing any stakeholder to a1
ue liability beyond the unpaid balance on
on his stock.
Article IX-AIl meetings of the stoc
L NIAww wNan