The herald. [volume] (New Orleans, La.) 1905-1953, 1919-03-13
CHARTER

all being OF the full age OF majority, who
severally declared that awaiting themselves
of the provisions OF the laws of the State
of Louisiana relating TO the organization OF
corporations, they have contracted and agreed
and do by these presents contract and agree
and bind and obligate themselves as well
all persons may hereafter become as
socIated with them TO form and constitute a
corporation and body polite in law for the
purposes and objects and under the stipu.
lations, articles and conditions following,
to-wit:
ARTICLE 1.-The name of this corporation
shall be ]. o. Elmer Company, Inc, and its
domicile is hereby established in the City
Of New Orleans, Parish Of Orleans, State of
Louisiana, and 1t shall have and enjoy cor
porate existence for period of ninety-nne
years from the date hereof, unless sooner
dissolved. 1t shall have the power 10 con-
tract, sue and be sued; TO make and use a
corporate seal, and the same TO break or
alter at pleasure; 10 purchase, lease, hold,
mortgage, pledge, sell or transfer under its
corporate name all property of every kind.
real personal; to make and endorse bills
OF exchange and promissory notes and to is
sue bonds; TO make all necessary rules and
regulations for its corporate management and
CONTROL and to- enjoy all the rights priv-
legcS and innunitieS which are now con-
feTred upon or may hereafter be granted TO
corporations of the same kind and character.
ARTICLE II.-All citation and other legal
process shall be served upon the president
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 are declared to act as agent for manu-
faCturerS and dealers in marine. sawmil and
railroad supplies and equipment, including
wire rope, bar iron, steel rails, tackle and ap-
planes, etc, 10 manufacture and traffic in
| the foregoing described articles at wholesale
| or retail or both; to manufacture, buy and
| enn al f.NAe ~ .a1 --,l ,.gl
shapes and forms. and TO install the same
! and generally to manufacture and deal in as
! principal or agent all articles 81 nilar 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 un-
| dertake any and all things necessary or in
Cidental thereto; TO enter into all contracts,
agreements or engagements, OF incur any
obligations connected with or appertaining
| to SAID business or appropriate 70 its effec-
| tn prosecutions; TO own stock in other cor
! porations and to vote the same; to establish
branches or agencies at any place CT places
/ that the Board OF Directors deem desirable,
| and at 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 sum 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.OO000 by vote OF two-thrds
of all outstanding stock and according to
| the laws of the State of Louisiana. All
stock shall be issued for cash or it's equva
| lent 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
| ton shall begin to do business when fifty
| 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 worcestershire and no
transfer of stock shall be binding upon the
| Company unless recorded upon the CON-
pany's 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
the number of shares so offered and the
price thereof. Failure by any stakeholder
| to reply within ten days of the date of said
communication, shall be considered as a re.
fusal on his part to purchase any of the
stock so offered. Should the number oil
shares which the various stockholders If
reply TO said notice signify their desire tC
purchase exceed the number Of shares offered
such offered shares shall be distributed Il
the prospective purchasers in such proportion:
as the Board of Directors DEEM best. Each
share of stock shall entitle the owner there
of TO cast one vote either in person or by
proxy at all stockholders meetings. The
parties hereto declare that they have sub
scribed for the number of shares of the
capital stock of this corpo, drion set opposite
their respective names, so that this Act o.
Incorporation shall serve as an original sub
scripton.
]. Ohio Elmer, a subscriber to sixt,
shares of the corporate stock, has trans
ferred, conveyed and delivered to the cor
poration in full payment and liquidation o
fifty-seven shares of his subscription. GER
tain of his interest in the existing bushes!
!, of o. Elmer & Company, SIS WhitneyCen
trail Bank Building, New Orleans, Louisiana
including agency contracts, good WILL etc.
as shown in the statement filed herewith Civ
ing detailed and itemized description, to
gether with the value thereof as appraised
by the Directors of this corporation.
ARTICLE V.-The business and affairs O.
this corporation shall be managed and con
Quoted by Board of three directors, wht
shall all be stockholders. The majority o
the directors Of this corporation present a
any meeting in person or by proxy shall
constitute quorum, and a majority vote o
those present in person or by proxy shall
decide all questions voted upon. Said di
rectors shall be elected annually from among
: the stockholders the second Monday o
January of each year, unless the same shall
be legal holiday, when the election shall
be held on the next legal day thereafter
beginning on the second Monday of Janu
, airy, 1920, and after fifteen days prior writ
ten notice having been mailed to each stock
holder of record to his last known address
! The voting shall be by ballot and eaci
stakeholder shall be entitled to Feast ont
vote for each share held by him which ha
been standing in his name on the book
of the corporation for at least ten days prio
) to the date of the election. A majority o
} the entire stock issued and outstanding
voted at such election shall elect. Imme
diately after the election of said Board o
Directors and the adjournment of the stock
holders meeting. the newly elected Boar
, of Directors shall elect from among thei
7 number the officers of this corporation, VIII
shall be a president, vice-president, a sec
; rotary and a treasurer. The offices o
secretary and treasurer may be held b
E the same person. The failure to elect Di
rectors or officers as herein provided 70
shall not result in the dissolution of tn
Y corporation, but the then Board of Director
. and officers shall hold their respective Of
fices until their successors are duly eleete