The herald., 1919-02-27
CHARTER

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 Lou siana 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 we'll
| as all persons as may hereafter become as
| sociated with them TO form and constitute
| corporation and body polite in law for the
purposes and objects and under the stipu-
lations, articles and conditions following
to-wt:
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 a 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
corporate seal, and the same to break or
alter at pleasure; TO purchase, lease, hold,
mortgage, pledge, sell transfer under its
corporate name all property of every kind.
real or personal; to make and endorse bills
of exchange and promsSory notes and to is
sue bonds; to make all necessary rules and
regulations for its corporate management and
control, and 70 enjoy all the rights, privi-
leges and immunities which are now con-
ferred upon or may hereafter be granted to
corporations of the same kind and character.
| ARTICLE I.-All citation and other legal
process shall be served upon the president.
or in his absence or inability to act, upon
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 it 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 10 install the same
and generally to manufacture and deal in a.
principal or agent all articles similar u any
OF the foregoing, and to 'carry out the re-
quirCments and needs Of same by any means
appropriate and convenient, to do and III
dcrtake any and all things necessary or in
cidcntal thereto; to enter into all contracts,
/ agreements or engagements, OF incur any
obligations connected with or appertaining
10 SAID business or appropriate to its effec-
tual prosecution; to stock in other cor
porations and 10 vote the same; to establish
branches agencies at any place or 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
n.
The amount of capital stock may be in
creased to $25.OO0OO by a 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 equiva-
lent or may be issued al 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 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
pany's books. No shareholder of the COM
pany shall at any time offer for sale or
seN his stock either privately 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
i addressed to each stakeholder of the Com.
/
the number of shares 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 ir
} reply to said notice signify their desire &c
purchase exceed the number of shares offered
, such offered shares shall be distributed tC
the prospective purchasers in such proportion:
, as the Board OF Directors deem, best. Eact
| share of stock shall entitle the owner there
OF to cast 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 corporation set opposite
| their respective names, so 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
! 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 Whitney-Cen
trail Bank Building, New Orleans, Louisiana
$ including agency contracts, good will etc.
as shown in the statement filed herewith Civ
D ing detailed and temized 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
.
shall all be stockholders. The majority O.
the directors of this corporation present a
r any meeting in person or by proxy shall
constitute a quorum, and majority vote o
I those present in person or by proxy shall
decide all questions voted upon Said di
$ rectors shall be elected annually from anon.
r the stockholders on the second Monday o
y 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
e airy, 1920, and after fifteen days prior writ
S ten notice having been mailed to each stock
holder of record to his last known address
b The voting shall be by ballot and eacl
stakeholder shall be entitled to cast on
n vote for each share held by him which ha
- been standing in his name on the book
e of the corporation for at least ten days prio
S to the date of the election A majority o
o the entire stock issued and outstanding
4 voted at such election shall elect. Imme
: dately after the election of said Board o
i Directors and the adjournment of the stock
j holders meeting. the newly elected Boar
/, of Directors shall elect from among thei
y number the officers of this corporation, VIII
l. shall be a president, vice-president, sec
s rotary and treasurer. The offices o
e secretary and treasurer may be held b
e the same person. The failure to elect Di
e 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
e fices until their successors duly electe
a and uualified