The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-18
CHARTERS

All citations or other legal process
shall be served upon the NicePresident
Treasurer. or in his absence upon the
Secretary, and in the absence of both.
then said process shall be served upon
the President.
ARTICLE III-The objects and pur-
poses for which this Corporation is organ
lied and the nature of the business to be
carried on by it are hereby declared to be:
To manufacture, buy, sell and deal in
either at Wholesale or retail, and to eX-
port and import. erect and install electric
motors, electrical machinery, tools, Spe-
cialtieS, hardware, appurtenanceS, poles
and cross arms, electrical appliances, sup
plies, material and fixtures of every ma
tuTc and kind whatsoever; to manufac
ture, deal in. buy and sell, either ut
wholesale or retail. electrical plants,
pipes, appurtcnanceS and fixtures of every
nature and kind required in the electrical
do and perform such other business as IL
or may be necessary for the furtherance
of any of the above named objects or
which may be incidental or germane
thereto or in any wise connected there
with.
ARTICLE IV-The capital stock of this
Corporation is hereby fixed at the sum Of
fifty thousand ($50OOO) dollars, 10 be di-
vided into five hundred (5OO) shares of
the par value of one hundred (Sl0Ol dol
lars each, which shall be payable i'll cash.
or may be issued ut not less than par in
payment of services actually rendered or
of property actually received by the Cor
pOratiOn.
This Corporation shall be a going CON
Germ as soon as fifty per cent of the
amount of its capital stock has been sub
Scribed for and nifty per cent of said
amount so subscribed for shall have been
paid i'll in cash.
The amount to which the capital stock
of this Corporation may be increased is
hereby fixed at two hundred and fifty
thousand ($2J0,0O0) dollars.
No transfer of stock shall be binding
upon the Corporation unless made and re
corded upon its books.
All shares of stock shall be fully paid
and worcestershire and all certificates of
stock shall be signed by either the Pres
ident or icc-PrcSidrnt-TreaS and
cOuntersigned by the Secretary.
ARTICLE V-Am tue powers of this
Corporation shall be vested in and the
management and control of its business
and affairs shall be exercised by Il OBard
of Directors composed of not less than
three nor more than five shareholders 3;
and n majority present i'll person shall
constitute quorum for the transaction
of all business. Any one of said directors
may attend any meeting of said Board
of Directors by written proxy addressed
to any other one of the directors, who by
virtue of said written proxy shall be
fully authorized to represent said absent
director and vote upon all questions sub
mitted to said directors meeting in his
name. as fully and with the same validity
rs if tn" said absent director were present
and voting in person. Anyone of said di-
rectOrS may further constitute any other
one of said directors his general proxy
upon whom notice Of all directors meet
ingS may be served.
\ majority of the Board Of Directors
voting ut any time in person or by writ
ten proxy, shall be required to pass any
resolution or adopt any bylaws which
when so passed or adopted shall become
valid corporate acts.
The first Board of Directors shall serve
until the election to be held on the last
Tuesday in January, 1920. or until their
successors are duly elected, qualified and
installed.
The Board of Directors shall be elected
annually at a general meeting of the
stockholders to be held on the last Tues
day in January, 1920. and on the same
day and month in each succeeding year,
except when that day falls upon a legal
holiday, then upon the next following lay
, day, after fifteen days written notice
mailed to each shareholder mt his last
known address, as the same shall appear
! on the books of the Corporation, and I'M
| less such notice be waived in writing by
| all of the shareholders appearing as such
upon the books. 4 failure, however, from
| any cause. to hold the annual meeting of
stockholders, or failure to elect directors
| thereat, shall not operate the forfeiture
| of this charter nor impair the Corporate
management, but the directors then in
Office shall serve until their successors
| shall have been duly elected and qualified
and installed. Any vacancy in the Board
| of Directors shall be filled by the re-
| naming directors from among the stock
| holders.
| The officers of this Corporation shall
| consist Of Il President, Il Vice President
| Treasurer and Il Secretary.
Said Board of Directors shall have the
| right and power to appoint and dismiss
| such agents. clerks and other employees
| as conditions in their judgment may jus
tify or the business of the Corporation
| may require and the tenure of office and
| employment of all such agents, clerks and
| other employees shall be during the
pleasure of the Board of Directors.
| ARTICLE VI-The first Board of Di-
| rcctOrs. with their poStOfiice addresses
and who shall serve until the last Tues
| day III January, 1920, shall consist of:
| Marcellus l.. Joslyn. 1902 Chamber oil
| Commerce Building, Chicago, ILL.,: Lyman
G. Read, 1912 Webster Street, New Or
leans La; ]. Marshall Frye, Hattiesburg
| Miss, with the said Mercellus l.. Joslyr
Il
| Vice Preside.t- Treasurer. and the said J
| Marshall Frye as Secretary.
| ARTICLE VII-This Act of IncorpOra
| ton may be changed, modified, altered
or amended or this Corporation may bt
| dissolved by and with the consent of the
| holders of two-thirds in amount of tn,
| outstanding capital stock at a genera
meeting convened for that purpose aftel
| thirty days notice in writing, mailed Il
| each stakeholder at his last known ad
dress. as the same shall appear upon thu
books of the Corporation and after fifteeI
days publication in any one of the dali!
| newspapers in the City of New Orleans
as prescribed by law.
II this Corporation should be dissolved
by limitation or otherwise, its affairs shall
be liquidated under the supervision o
three liuuidatorS to be elected at gen
praI meeting of shareholders convened
for that purpose after as provided in thi
article; and said liquidatOrs shall remai1
| n office until the affairs of the Corporation
shall have been fully liquidated; and il
case of the death or disability to act o
any one or more of the said liquidatOrs
the survivor or survivors shall continu
to act under the priyisions and in accord
ance with the terms of Section 80 of Ac
267 of 1914.
CORPORATION shall ever be held liable o
responsible for the contracts or faults O
the Corporation in any further sum tina
the unpaid balance due on the shares o
stock owned by him, nor shall any infor
mality of the organization of said Coz
poration have the effect of rendering thi
Charter null or of exposing any share
holder to any liability beyond the unpai
balance due upon his stock.