The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-09

of September 1919, before me, Edward
Rightor, a Notary Public: duly commissioned
and qualified in and for the Parish and
State aforesaid, therein residing, and in the
presence of the witnesses hereinafter named
and undersigned, personally came and ap-
peared; the persons whose names are mere
unto subscribed. all of the full age of ma
jority and residents of this city, who sew.
orally declared that, availing themselves OF
the provisions of Act No. 267 Of the General
Assembly of Louisiana of 1914 they do. by
these presents, covenant and agree and bind
themselves, as we'll as such other persons as
may become hereafter associated with them,
in order to form and constitute corporation
or body polite in law, for the objects and
purposes and under the stipulatons follow
ARTICLE 1.-The name and title of this
corporation shall be: "Stutz Southern Sales
Company, incorporated" of New Orleans.
enjoy all the rights, privileges and advan.
tages granted by law TO corporations, and
shall have the power and authority to en-
joy succession and corporate existence for
and during the period of ninety nine years
from the date hereof, unless sooner dissolved
in the manner hereinafter provided for.
Said corporation shall have power and au-
thority to contract; to sue and be sued; to
make and use a corporate SEAL and the same
to break, alter amend at pleasure; TO hold,
receive. purchase, convey, deliver, mortgage,
hypothecate and pledge any property, real
or personal and to issue notes and other
obligations negotiable instruments or other
evidences of debt; to have and employ such
managers, agents and other employees as
the interest and convenience of said cor
poration may require demand and TO make
and establish such bylaws rules and regu.
lations for the corporate management and
control of its affairs as may be deemed nee
essary and expedent.
| ARTICLE 1.-THE domicile of this cor
poration shall be in the city of New Or
parrSh NJ nr1a afA Of
and all citations and other legal process
shall be served on its President, or in the
event of his absence, upon the Secretary.
Treasurer
ARTICLE III.-The objects and purposes
| for which this corporation is formed and the
| nature of the business 10 be carried by it
are hereby declared to be: To act as agent
for the sale Of also to make, buy and sell,
new and second hand automobiles. trucks
and other selfpropeled vehicles of every
description; to own and operate garages and
bonded warehouses for the storage of auto
mobiles, trucks dother self propelled We
hicles in bond; TO repair automobiles, trucks
and other self propelled vehicles; and to
handle as agent or otherwise, automobile,
truck and other self propelled vehicle asces-
sories of every description; and generally 20
| do all things necessary and proper pertain
| ing or incident to such business. Said cor
poratlon shall have power TO conduct bust
| ness in the State of Louisiana, in the
United States and its territories and pos
sessions, and in foreign countries.
ARTICLE IV-The capital stock of this
| corporation is hereby fixed at the sum of
Ten Thousand (slO0OOOO Dollars, divided
| into and represented by One Hundred OOO
shares Is of the par value Of One Hundred Dol
paid for in cash, property, or good will, I'M
der such terms and conditions as the Board
of Directors may see fit. The capital stock
OF this corporation may be increased, from
time to time, to sum not to exceed Fifty
Thousand (S50OO0O Dollars on a two-thirds
vote of the stockholders.
| Such stock shall be full paid and nom
| assessable. All stock of this corporation,
| provided for herein or that which may here
after be issued, shall be valid only If signed
Secretary Treasurer. All transfers of stock
| shall be valid and binding only when made
| on the books of the corporation. Before any
| stakeholder shall sell or dispose of his stock
| in the corporation, he shall give thirty days
| written notice of his intention so to do to
| the corporation, during which thirty days
the corporation itself shall have the right of
purchasing the stock at its book value.
! as Five Thousand (S5,0OO0O) Dollars of the
| capital stock has been subscribed, as pro-.
vided for in Section 2. Act 267 of the Cen
eral Assembly of the State of Louisiana for
| the year 1914.
| ARTICLE Vail the corporate powers of
|
ercised by a Board of Directors, to be COM
posed of four stockholders, each of whom
| shall own in his own right at least one full
paid unpledged share of the capital stock,
two members of whom. shall constitute a puo-
rum for the transaction of business. The
annual meeting of the stockholders shall be
held on the 18th of August of each year,
or the first working day thereafter. The first
election for directors under this charter shall
be had, by ballot, at the annual meeting of
the stockholders, to be held on the 31st of
December, 1918, and annually thereafter. No
| tlce of such meeting, in writing, shall be
given to each stakeholder by mail addressed
to his or her last known postoffice address,
at least fifteen days before the date of such
meeting.
At all such elections and at all meetings
of the stockholders, every stakeholder shall
be entitled to one vote for each share of
the stock standing in his name on the books
of the corporation at the date of such cleo
in person or by proxy, the said proxy to
be in writing, and majority of votes cast
shall elect All meetings of directors shall
be held at the domicile of the corporation.
unless all the directors shall in writing con.
sent otherwise. The failure to elect direc-
tors at the annual meeting shall not dis
solve this corporation nor impair its manage
ment in any way, but the directors then in
office shall remain in office until their sue
cessors are elected and qualified.
| Int DOdIu VI DIT tHcl 1lrSt meet
ing following each election shall elect from
| their number a President and a Secretary
Treasurer, and the board shall have the
power to fix the salaries of such officers and
agents they deem necessary Vacancies
! occurring in the board of directors NAV be
| filled until the next ensuing meeting of the
| stockholders by the remaining directors, or
director, whether a quorum remain or not
| Special meetings of the stockholders may be
called by the Board at any time, and shall
| be called at the instance of the shareholders
| holding twenty-five per cent of the stock of
| the corporation, and of all such meetings
| notice shall be given in the manner provided
| for herein.
| Until the meeting of the stockholders for
election of directors to be held under this
| charter on the 3lst of December, 1919, or un-
| til their duly qualified successors are elect
| ed and installed the Board of Directors shall
be composed of: H. A. Soulie, S36 Pine ST. :;
W. L. Snider, 1919 Pine ST.; w. c. Mat
l2l7 Peters Ave, all of New Orleans, La.
the said H. A. Soulie as Secretary Treasurer.
| ARTICLE VI.-This act of Incorporation
may be modified, changed or altered or this
corporation may be dissolved, or the capital
may be increased in accordance with law, with
the assent of two-thirds of the amount of
| capital stock given at a meeting of the
| stockholders called for the purpose, after
notice shall have been given in writing to
each stakeholder, delivered to him personally,
or mailed by registered letter to him at
the postoffice address designated by him, at
least fifteen Q5) days prior to the date of