The herald., 1919-09-25
CHARTER OF STUFF SOUTHERN SALES
COMPANY, INCORPORATED.

United States of America, State of Louis
lana, Parish of Orleans, City OF New Or
leans. Be it known, that on this 5th day
Rightor, a Notary Public. duly commissioned
and qualified, in and for the Parish and
State aforesaid, therein residing, and in the
presence of the witnesses hereinafter named
and undersigned, personally came and APP
peared; the persons whose names are here
unto subscribed, all of the full age of ma
jority and residents of this city, who sew
orally declared that, avaling themselves OF
| the provisions of Act No 267 of the General
I Assembly of Louisiana of 1914, they do, by
! these presents, covenant and agree and bind
themselves, as well as such other persons as
| may become hereafter associated with them,
\ in order to form and constitute corporation
or body polite in law. for the objects and
purposes and under the stipulations follow
| ing:
| ARTICLE 1.-The name and title of this
corporation shall be: "Stutz Southern Sales
| Company, Incorporated" of New Orleans,
enjoy all the rights, privileges and advan-
| tages granted by law TO corporations, and
shall have the power and authority to en-
| JOY succession and corporate existence for
and during the period of nnety-nine years
from the date hereof, unless sooner dissolved
in the manner hereinafter provided for.
Said corporation shall have power and au-
thority TO contract; TO sue and be sued; TO
make ana use a corporate seal, ana the same
to break, alter or amend at pleasure; 10 hold,
receive, purchase convey, deliver, mortgage.
hypothecate and pledge any property, real
or personal and to issue notes and other
obligations negotiable instruments or other
evidences of debt; to have and employ such
managers, agents and other employees as
the interest and convenience of said cor
poratlon may require or demand and 20 make
and establish such bylaws rules and regu.
lations for the corporate management and
ma he 1eay
essary and expedient.
ARTICLE 1.-THE domicile of this cor
poration shall be in the city of New Or
leans, Parish of Orleans, State of Louisiana,
and all citations and other legal process
shall be served on its President, or in the
event of his absence, upon the Secretary
Treasurer.
ARTICLE III-The objects and purposes
for which this corporation is formed and the
nature of the business to be carried on bv it
are hereby declared to be: To act as agent
for the sale of, also to make, buy and sell.
new and second hand automobiles trucks
and other self-propelled vehicles of every
description; to own and operate garages and
bonded warehouses for the storage of auto
mobiles. trucks an dother self propelled We
hiCles in bond; TO repair automobiles. trucks
and other self propelled vehicles and TO
handle as agent or otherwise, automobile
truck and other self propelled vehicle asces-
sories of every description; and generally 20
do all things necessary and proper pertain
ing or incident to such business. Said cor
porat1ot. stal have power to conduct bust
ness in the State of Louisiana, in the
United States and its territories and pos
sessions, and in foreign countries.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
Ten Thousand (SlOOOOO0 Dollars. divided
into and represented by One Hundred COO)
shares OF the par value of One Hundred Dol
11~@ i
paid for in cash. property, or good will TN
der such terms and conditions as the Board
OF Directors may see fit. The capital stock
OF this corporation may be increased, from
time to time, to sum not to exceed Fifty
Thousand (S5O,OoOOO) Dollars, on a two-thirds
vote of the stockholders.
Such stock shall be full paid and non
assessable. All stock of this corporation.
provided for herein or that which may here,
after be issued shall be valid only if signed
Secretary All transfers of stock
shall be valid and binding only when made
on the books of the corporation. Before any
stockholder shall sell or dispose of his stock
IN the corporation, he shall give thirty DAYS
written notice of his intention so to do to
the corporation, during which thirty DAYS
the corporation itself shall have the right of
purchasing the stock at its book value
as Five Thousand (S5.OOOOO Dollars of The
capital stock has been subscribed, as pro-
vided for in Section 2. Act 267 of the Gen
eral Assembly of the State of Louisiana for
the year 1914.
ARTICLE V.-All the corporate powers of
this corporation shall be vested in and ex.
ercised by Board of Directors, TO be com
posed of four stockholders, each of whom
shall own in his own right at least one full
paid unpledged share of the capital stock
two members of whom shall constitute a puo-
rum for the transaction of business. The
pf he
held on the 18th of August of each year,
or the first working day thereafter. The first
election for directors under this charter shall
be had, by ballot, at the ANNUAL meeting of
the stockholders, to be held on the 31st of
December, 1919, and annually thereafter. No
tlce OF such meeting, in writing, shall be
given to each stakeholder by mail addressed
to his or her last known postoffice address,
at least fifteen days before the date of such
meeting.
At all such elections and at all meetings
OF the stockholders, every stakeholder shall
be entitled to one vote for each share of
the stock standing in his name on the books
OF the corporation at the date of such cleo
ton or meeting; said votes may be cast,
in person or by proxy, the said proxy to
be in writing, and majority of votes cast
shall elect. All meetings of directors shall
be held at the domicile of the corporation,
unless all the directors shall in writing con-
sent otherwise. The failure to elect drec-
tors at the annual meeting shall not dis
solve this corporation nor impair its manage
ment in any way, but the directors then in
office shall remain in office until their Sue
cessors are elected and qualified.
The Board of directors at their first meet
ing following each election shall elect from
their number a President and a Secretary
Treasurer, and the board shall have the
power to fix the salaries of such officers and
agents as they deem necessary. Vacancies
occurring in the board of directors may be
tlled until the next ensuing meeting of the
stockholders by the remaining directors, or
director, whether a quorum remain or not
Special meetings of the stockholders may be
called by the Board at any time, and shall
be called at the instance of the shareholders
holding twenty-five per cent of the stock of
the corporation, and of all such meetings
notice shall be given in the manner provided
for herein.
Until the meeting of the stockholders for
election of directors to be held under this
charter on the 3lst of December, 1919, or I'M
til their duly qualified successors are elect
ed and installed, the Board of Directors shall
be composed of: II. A. Soulie, S36 Pine ST.;
W. l.. Snider, 1919 Pine ST.; W. c. Mat
thews, PIG n. Cortez St, and N F. Muller,
l2H Peters Ave, all of New Orleans, La
with the said w. L. Snder as President and
the said H. A. Soulie as Secretary Treasurer
ARTICLE VI.-This act of incorporation
may be modified, changed or altered or this
corporation may be dissolved, or the capital
may be increased in accordance with law, with
the assent of two-thirds of the amount of
capital stock given at a meeting of the
Stockholders called for the nurnose