The herald., 1919-02-20
CHARTER

be held when ordered by the Board of Di-
rectors and must be held upon the request
of not less than twenty-five per cent. OF
the outstanding stock after fifteen days
written notice to each stakeholder stating
the object or objects of said meeting Any
vacancy occurring any Board of Dlrec-
tors shall be filled by the remaining men,
bers of said Board for the unexpired term
at meeting called for that purpose after
ten days prior written notice, the director or
directors so elected to hold office until the
next annual stockholders meeting, but
should it be impossible for any cause for
any vacancy OF vacancies in the Board OF
Directors to be filled by the Directors. such
vacancy or vacancies may be filled by the
stockholders at any meeting called for that
purpose by the president. Any and all Di-
rectors meetings the notices for which are
not herein specifically provided foT, may be
upon ten days notice by mail. Any Direc-
tor shall have the right 10 authorize and
appoint any shareholder to vote for him at
any and all Directors meetings, and such
proxy shall have and exercise all OF the
powers OF such Director appointing him
Whenever it is provided in this Act that
either Directors or stockholders meetings
may be held after certain prescribed notices
to the Directors or stockholders, II Is under
stood and agreed that any and all Directors
and stockholders meetings may be held
without notice, whenever lawful, provided all
Directors or stockholders. the may
be, waive notice in writing are present
in person or by proxy at such meeting or
meetings
The Board of Directors shall have full
control OF the property Of this corporation
and shall conduct, manage and use the same
as in their discretion they deem best and
that is consistent with the objects of the
Company and its welfare, and they shall
have power TO make alter and anuul such
bylaws, rules and regulations as they may
| think proper. They shall have the further
| right and power TO appoint such agents, clerks
and employees as they deem best to fix
| their salaries, terms OF office and the right
| to dismiss them al said Boards pleasure,
and said Board shall have the further right
| to determine and fix the salaries. If any,
| OF the several officers herein provided for.
ARTICLE NI.-The first Board Of Direc-
| tors and officers who shall serve until the
annual meeting to be held on the second
Monday in January, 1920 or until their
successors are duly elected and qualified,
| shall be: !. OTTO Elmer, 1924 Arabella
Street. New Orleans, La. who shall be
Fourth Street. Williamsport, Pa. who shall
| be Nice-President Robert Gilmore, AZ
Market Street, Williamsporr, Pa, who shall
be Secretary Treasurer.
ARTICLE Widths charter may be al
| tered amended and this corporation may
| be dissolved by vote OF two-thirds OF all
outstanding stock at a meeting of the stock
holders duly convened for that purpose by
the Board of Directors or by the President
upon the written request OF not less than
twenty-five per cent. of the outstanding
stock after fifteen days notice mailed TO
each shareholders last known address. But
the capital stock of this corporation shall
! not be decreased by such amendment to an
amount less than the corporate Indebtedness.
and amendment shall be made changing
the objects and purposes OF this corporation
without a vote OF all outstanding stock, and
the capital stock shall not be increased be-
yond the amount originally named as the
| sum to which the capital may be increased
except by vote, of three-fourths of all out
standing stock.
Whenever in the judgment of the Board or
Directors it shall be deer.ed advisable that
this corporation shall be dissolved. the Board
shall within ten days after the adoption of
a resolution TO that eccect by a majority OF
the whole board at any meeting called for
that purpose, OF which meeting each direc-
tor shall have received at least three days
notice, cause notice of the adoption of such
resolution to be mailed 10 each stakeholder,
together with a notice of a meeting of the
stockholders TO be held at the office of the
corporation, TO act upon the resolution so
adopted by the Board. The stockholders
meeting shall be held at any hour fixed by
the Board on the day mentioned between
| the hours of 1000 A. NJ. and 800 p NJ
tor the purpose OF voting upon such proposed
dissolution. Whenever all Of the stock
holders shall consent in writing to a dsso-
ARTICLE VIII-Whenever this corporation
is dissolved by limitation or otherwise, its af-
| fairs shall be lquidated under the super
vision OF three liquidatOrs. elected by the
stockholders and chosen from among the
| stockholders, which liquidators shall be
| elected at meeting of the shareholders con-
vened for that purpose under the terms and
conditions OF Article of this Chartr
ARTICLE IX-No stakeholder of this
| Company shall ever be held liable or re-
sponsible for the contracts or faults of this
corporation in any further sum than the un-
paid balance due on shares of stock owned
by him, nor shall any informality in orga-
nization have the effect of rendering this
Charter null or of exposing any stakeholder
to any liability beyond the unpaid balance
due on his stock, shall any informality
| or irregularity in organization have the eff
| 'ect OF rendering any shareholder liable as
a partner.
Thus done and passed, in my office, in the
City of New Orleans, on the day. month, and
year first hereinabove written, in the pres
enee of Messrs. John May and John d.
Miller, competent witnesses, who hereunto
sign their names. with the said appearers
and me, Notary, after reading of the whole,
and the said appearers have hereunto sign
ed opposite their names the number of
shares OF stock of this corporation sub
scrlbed for by them.
Original Signed Jos. w. Cochran, Will
Transport, Pa. / share; Williamsport Wire
Rope Co, by Jos. W. Cochran, Pres, viii.
Transport, Pa, 20 shares; Robert Gilmore.
Milllamsport, Pa, shares; J. o. Elmer,
New Orleans, La, so shares; Logan Gun.
bingham, by Robert Gilmore, Williamsport,
Pa, 5 shares.
Witnesses: John May. John D. Miller.
CHAS F. FLETCHINGER,
Notary Public.
l, the undersigned, Recorder of Mortgages,
in and for the Parish of Orleans, State of
Louisiana, hereby certify that the above
and foregoing Act of Incorporation of ]. O..
Elmer Company, Inc, was this day duly
recorded in my office, in Book 1922 Folio -.
New Orleans. La, February TO- 1919.
lSigne6 EMILE J. LEONARD, DIV. r.
l hereby certify the above and foregoing
to be true and correct copy of the original
Act of Incorporation now on file and of
record in my office
As Witness My Hand and Notarial Seal.
at New Orleans, La, this 10th day of Feb
ruary, 1919.
CHAS. F. FLETCHINGER.
Notary Public.
CHARTER OF THE NuIoMoTrNr coM