The herald., 1919-03-20
CHARTER


purposes and objects and under the stipu-
lations, articles and conditions following,
to-wit:
ARTICLE 1.-The name of this corporation
shall be J. o. Elmer Company, Inc, and its
domicile 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 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 a
corporate seal, and the same to break or
alter at pleasure; to purchase, lease hold
mortgage, pledge, sell or transfer under its
corporate name all property of eyery kind
real or personal; to make and endorse bills
OF exchange and promissory notes and 10 is
sue bonds; to make all necessary rules and
regulations for its corporate management and
control, and to enjoy all the rights, privi-
leges and inmunities which are now con-
ferred 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.
or IN ms absence or inability to act, upon
the secretary or treasurer.
ARTICLE III.-The objects and purposes
tor which this corporation is organized and
the nature of the business TO be carried on
by 1t are 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 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 I'M
dertake any and all things necessary or in.
cldental thereto; to enter into all contracts
agreements or engagements, or incur anv
obligations connected with or appertaininp
TO SAID business or appropriate to its effec-
tual prosecution; TO own stock in other cor
poratlons 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 in foreign countries
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
100000, divided into and represented bv
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 S250O000 by 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 eouiva-
lent may be issued at not less than par
tor payment Tor property actually purchased
or tor services actually rendered the cor
poration, or the same may be issued full paid
for money advanced or for such other yalu-
able consideration or services as 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 COM
oany's books. No shareholder of the COM
Dany shall at any time offer for sale or
sell his stock either privately or in the
open market without having previously Of
ered said stock at its book value to the
'ther stockholders OF this Company by
means of a written communication address.
present in the City OF New Orleans at the
lime. Such ranking officer, upon receipt of
such communication, shall within five days
II the date of such offer mail written notice
addressed to each stakeholder, of the Com
,any at his last known address, stating
he number of shares 50 offered and the
price thereof. Failure by any stakeholder
% reply within ten days of the date of said
shall be considered as a re-
usal on his part to purchase any of the
stock so offered. Should the number of
shares which the various stockholders in
-eply to said notice signify their desire to
purchase exceed the number of shares offered
such offered shares shall be distributed to
he prospective purchasers in such proportions
IS the Board of Directors deem. best Each
'hare of stock shall entitle the owner there
II TO cast one vote either in person or by
Proxy at all stockholders meetings. The
PARTIES hereto declare that they have SUBJ |
'cribed for the number of shares of the
,apital stock of this corpo, arion set opposite |
heir respective names, so that this Act of |
Incorporation shall serve as an original SUBJ |
cription.
J. Ohio Elmer. subscriber to sixty
erred, conveyed and delivered to the cor |
,oration in full payment and liquidation of
ifty-seven shares of his subscription, GER |
ain of his interest in the existing business |
# o: Elmer & Company, SIS Whitney Cen |
raj Bank Building, New Orleans, Louisiana, |
including agency contracts, good will, ETC., |
IS shown in the statement filed herewith Civ |
ng detailed and itemized description, to- |
!ether with the value thereof as appraised |
~ the Directors of this corporation.
ARTICLE V.-The business and affairs of |
his corporation shall be managed and con-
lucted by Board of three directors, who |
hall all be stockholders. The majority of |
he directors of this corporation present at !
my meeting IN person or by proxy shall |
onstitute a quorum, and a majority vote of |
hose present in person or by proxy shall |
ecide all questions voted upon. Said d. |
ectors shall be elected annually from among
he stockholders on the second Monday OF |
anuary of each year, unless the same shall |
'e legal holiday, when the election shall |
e held on the next legal day thereafter, |
eginning on the second Monday of Janu- |
ry, 1920 and after fifteen days prior writ |
en- notice having been mailed to each stock |
Older of record to his last known address |
The voting shall be by ballot and each |
tockholder shall be entitled to cast one
ote for each share held by him which has
een standing in his name on the books |
the corporation for at least ten days prior
0 the date of the election. A majority of
he entire stock issued and outstanding
oted at such election shall elect. Imme-
lately after the election of said Board of |
Directors and the adjournment of the stock
olders' meeting, the newly elected Board
Directors shall elect from among their
lumber the officers of this corporation, who
hall be president, a vice-president, a sec
etary and a treasurer. The offices of
ecretary and treasurer may be held by
he same person. The failure TO elect Di-
ectors or officers as herein provided for
hall not result in the dissolution of the
operation, but the then Board of Directors
nd officers shall hold their respective of.
ices until their successors are duly elected
nd qualified.
Special meetings of the shareholders may
e held when ordered by the Board of Di- !
ectors and must be held upon the request
he outstanding stock after fifteen days
he object or objects of said meeting Any
acancy occurring on any Board of Direc-
DTS shall be filled by the remaining men,
of said Roard for he