The herald. [volume] (New Orleans, La.) 1905-1953, 1919-03-06
CHARTER


all being OF the full age OF majority, who
severally declared that availing themselves
Of the provisions OF the laws of the State
OF Louisiana relating TO the organization of
corporations, they have contracted and agreed
and IL by these presents contract and agree
and bind and obligate themselves as well
as all persons as may hereafter become as
suClated with them to form and constitute a
corporation and body polite in law for the
purposes and objects and under the stpu
lations, articles and conditions following,
to-wit:
ARTICLE 1.-The name of this corporation
shall be !. o. Elmer Company, Inc, and its
domcie is hereby established in the City
! OF New Orleans, Parish Of Orleans, State OF
Louisiana. and it shall have and enjoy cor
| porate existence for a period of ninety-nine
| years from the date hereof, unless sooner
dissolved. 1t shall have the power TO con-
| tract, sue and be sued; to make and use
/ corporate seal, and the same 10 break or
/ alter at pleasure; to purchase. lease, hold,
| mortgage, pledge, sell transfer under its
| corporate name all property OF every kind.
! real or personal; to make and endorse bills
/ of exchange and promIssory notes and TO IS
sue bonds; 10 make all necessary rules and
! regulations for its corporate management and
| control and 70 enjoy all the rights, p-ivi-
/ legeS and immuuities which are now CON
| ferred upon or may hereafter be granted to
| corporations Of the same kind and character
! ARTICLE II.-Au citation and other legal
process shall be served upon the president.
OF in his absence or inability TO act, upon
/ the secretary or treasurer.
ARTICLE III.-The objects and purposes
for which this corporation is organized and
the nature OF the business TO be carried on
by il declared to act as agent for manu-
facturers and dealers in marine sawmill and
railroad supplies and equipment, including
wire rope, bar iron, steel rails, tackle and ap-
planes, etc, to manufacture and traffic in
the foregoing described articles at wholesale
or retail or both; to manufacture, buy and
sell all kinds OF steel and iron, structural
shapes and forms. and to install the same
and generally to manufacture and deal in as
principal or agent all articles 81 uilar to any
OF the foregoing, and to carry out the re-
quirements and needs of same by any means
appropriate and convenient, to do and I'M
dertake any and all things necessary or in
cidertal thereto; to enter into all contracts.
agreements engagements, or incur any
obligations connected with appertaining
to said business or appropriate 10 its effec-
tual prosecution; to own stock in other cor
IOratons and TO vote the same; to establish
branches agencies at any place CT places
that the Board of Directors deem desirable.
andNat the option of the Board to carry on
any part OF its business and exercise any
part OF its powers in other States OF the
Union or in foreign countries.
ARTICLE IV.-The capital stock OF this
corporation is hereby fixed at the of
100000, divided into and represented by
one hundred shares Of the par value of $1,000
each, all of which shall be Common Stock.
The amount of capital stock may be in
creased to S25,OOOOO by a vote of two thirds
OF all outstanding stock and according to
the laws OF the State of louisiana All
stock shall be issued for cash or its equiva-
lent or may be issued at not less than par
for payment for property actually purchased
or for services actually rendered the cor
poratiOn, or the same may be issued full paid
for money advanced for such other valu-
able consideration services the Board
OF Directors may determine. The corpora
| +ipo shall begin RI ID business Nprer ~
per cent OF the capital stock has been
subscribed for and fifty per cent. of this
subscribed capital paid and the remainder OF
the capital stock shall be issued at such
times and upon such terms and conditions
as the Board of Directors shall determine,
subject to legal requirements. All stock
shall be full paid and non-assessablesand no
transfer of stock shall be binding upon the
Company unless recorded upon the Com
panys books. No shareholder of the COM
pany shall at any time offer for sale or
sell his stock either privately or in the
open market without having previously Of.
, | fered said stock at its book value to the
other stockholders of this Company by
, means of a written communication address
. ed to the ranking officer of the Company
present in the City of New Orleans at the
time. Such ranking officer, upon receipt Of
such communication, shall within five days
of the date OF such offer mail written notice
addressed to each stakeholder of the Com
{ pany at his last known address, stating
the nunDer OF SnareS so Offered ana tnt
i price thereof. Failure by any stockholde
! to reply within ten days of the date Of sale
communication, shall be considered a re
\ fusal on his part to purchase any OF thu
4 stock so offered. Should the number o
4 shares which the various stockholders il
D reply TO said notice signify their desire t.
: purchase exceed the number of shares offered
o such offered shares shall be distributed t
the prospective purchasers in such proportion
n as the Board of Directors deem, best. Eacl
d share of stock shall entitle the owner there
), of to cast one vote either in person or b.
a proxy at all stockholders meetings. Tn
!, parties hereto declare that they have sub
| scribed for the number of shares of tn
e capital stock of this corporation set opposit
d their respective names, SO that this Act o
y Incorporation shall serve as an original sub
v scription.
4 ]. Ohio Elmer. a subscriber to sixt.
n shares of the corporate stock, has trans
e ferred, conveyed and delivered to the cor
Q poration in full payment and liquidation o
!. fifty-seven shares of his subscription, Ger
o tain of his interest in the existing bushes
# of 0. Elmer & Company, SIS Whitney Cen
e trail Bank Building. New Orleans, Louisiana
g including agency contracts, good will, etc
!: as shown in the statement filed herewith Civ
o ing detailed and itemized description, to
!. gether with the value thereof as appraise
d by the Directors of this corporation.
s ARTICLE V.-The business and affairs O
;. this corporation shall be managed and con
:. Quoted by a Board of three directors, VIII
| snail all De STOCKHOLDERS. Inc majority Q
;. the directors of this corporation present a
II any meeting in person or by proxy shall
j. constitute a quorum, and a majority vote 9
t those present in person by proxy sha1
y decide all questions voted upon. Said d
g rectors shall be elected annually from anon
n the stockholders on the second Monday G
v January of each year, unless the shaI
v be a legal holiday, when the election shal
l. be held on the next legal day thereafte,
n beginning on the second Monday of Janr
e airy, 1920, and after fifteen days prior writ
IS ten notice having been mailed to each stock
& holder of record TO his last known address:
h The voting shall be by ballot and eac
d stakeholder shall be entitled to cast on
n vote for each share held by him which ha
!" been standing in his name the book
-e of the corporation for at least ten days priC
is to the date of the election. A majority {
10 the entire stock issued and outstandin
d voted at such election shall elect INN,
i datey after the election of said Board {
n Directors and the adjournment of the stool
al holders meeting the newly elected Boar
n. of Directors shall elect from among the
W number the officers of this corporation, WI
H. shall be president, a vice-president. Sc
is rotary and treasurer. The offices
ne secretary and treasurer may be held /
he the same person. The failure to elect d
ne rectors or officers as herein provided f
C shall not result in the dissolution of Il
ly corporation, but the then Board of Directo
a. and officers shall hold their respective o
ne fices until their successors are duly electt
nd and qualified
s. Special meetings of the shareholders ms