The herald., 1919-02-20
CHARTER OF ]. 0. ELMER COMPANY,

CHARTER OF J. 9; ELMER COMPANY
United States OF America, State Of Louis
lana. Parish Of Orleans. City Of New Or
leans. Be it known that this tenth day
OF the month Of February, in the year Of our
Lord, one thousand nine hundred and nine
teen and OF the Independence OF the United
States OF America the hundred and
Forty third; Before me. Charles F. Fetch
niger. Notary Public. duly commissioned,
sworn and qualified in and for the Parish
Of Orleans. State Of Louisiana. therein re
siding. and in the presence Of the witnesses
hereinafter named and undersigned. per
sonally came and appeared the several per
sons whose names are hereunto subscribed
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 do by these presents contract and agree
and bind and obigate themselves as well
as all persons as may hereafter become as
socIated with them 10 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 il shall have and enjoy cor
porate existence for period OF ninety nine
wears 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 10 break or
alter at pleasure; 10 purchase, lease, hold,
mortgage, pledge. sell or 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; to make all necessary rules and
regulations for its corporate management and
control, and 10 enjoy all the rights, prvi-
leges and inmunitiesl which are now con-
ferred upon 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 his absence or inability 10 act, upon
the secretary or treasurer.
ARTICLE III.-The objects and purposes
for which this corporation is organized and
the nature OF the business 10 be carried on
by it declared 10 act agent for manu-
facturers and dealers in marine, sawnll and
railroad supplies and equipment, including
wire rope, bar iron, steel rails, tackle and APP
pliances, 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 agent all articles similar to any
of the foregoing, and 10 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
cidental thereto; TO enter into all contracts,
agreements or engagements, or incur any
obligations connected with or appertaining
to said business or appropriate to its effec-
tual prosecutions; to own stock in other cor
porations and to vote the same; TO establish
branches or agencies at any place or places
that the Board of Directors deem desirable,
and at the option of the Board TO carry on
NJ n htrSI md INV
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 S25.0O0.O0 by a vote of two thirds
of all outstanding stock and according ia
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 or for such other valu-
able consideration 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 non-assessable and no
transfer of stock shall be binding upon the
Company unless recorded upon the COM
pany's books. No shareholder of the COM
pany shall at any time offer for sale or
seM 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 written communication address
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 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 offered. Should the number of
shares which the various stockholders in
reply to said notice signify their desire to
purchase exceed the number of shares offered,
such offered shares shall be distributed TO
the prospective purchasers in such proportions
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, alton set opposite
their respective names, soS that this Act OF
Incorporation shall serve as an original sub
scription.
J. Ohio Elmer, a subscriber to sixty
shares of the corporate stock. has trans
ferred, conveyed and delivered to the cor.
poraton in full payment and liquidation OF
fifty-seven shares of his subscription, GER
tain of his interest in the existing business
of O.. Elmer Company, SIS Whitney Cen
trail Bank Building, New Orleans, Louisiana
including agency contracts, good will, etc.,
ing a detailed ard itemized description, to.
gether with the value thereof as appraised
by the Directors of this corporation.
ARTICLE V-The business and affairs Of
this corporation shall be managed and con-
Quoted by Board of three directors, who
shall all be stockholders. The majority OF
the directors of this corporation present al
any meeting IN person or by proxy shall
constitute quorum, and majority vote OF
those present in person or by proxy shd
decide all questions voted upon. Said d.
rectors shall be, elected annually from among
the stockholders on the second Monday OF
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 each
stakeholder shall be entitled to cast one
vote for each share held by him which has
been standing in his name on the books
of the corporation for at least ten days prior
to the date of the election. A majority OF
the entire stock issued and outstanding
Il l. III