The herald., 1920-02-19
CHARTER.

CHARTER.
carried on by IL. are hereby declared to
be: To make and sell and generally to
deal in waterproofng materials and com-
pounds; 10 subject 10 waterproofng pro-
cesses cotton duck and other materials
same: 10 acquire for stock or otherwise
processes. methods, formulas and patents
for waterproohng; to acquire and own
all species of property, movable or i'm
movable, necessary or proper for the pur-
poses of the corporation and TO sell, mort
gage and dispose of the same; and gem
orally to do and engage In any other busi-
ness, undertaking or enterprise, connected
with, growing out of or incidental to any
Of The purposes hereinabove set forth.
ARTICLE lV.-The capital stock of said
corporation Is hereby fixed 1T the sum of
fifteen thousand (Si5, 100000 dollars, divid
ed into six hundred shares, of the pan
value of twenty five $4,000 dollars each.
which stock shall he paid for in cash or
property, ut such times and in such
amounts as may be determined upon by
the Board of Directors No transfer or
stock shall be binding upon said corpora
ton unless made upon the books of the
corporation, and all certificates of stock
shall be signed by such officers as may
be designated by the Board of Directors.
The said corporation shall at once become
and be going concern and shall immedi-
ately commence business. The said cap
ital stock may be increased from time to
time TO any amount not exceeding fifty
thousand (S50.00OO0) dollars. such increase
to be made as provided by law.
ARTICLE Van the corporate powers
of said corporation shall be vested in. and
the management and control of its affairs
shall be exercised by Board of Directors,
composed of three stockholders. Each di-
rector shall own at least one share OF
stock and shall be elected annually, by
the stockholders, by ballot, on the Thurs
day following the first Monday in Janu-
airy; the first election, however. TO be
hnl1 xxifh fax- ha Taft N
this charter. Notice of all subsequent
meetings shall be given by mail, addressed
to each stakeholder. at his last known
place of residence as shown Oh the books
ed not more than three weeks nor less
than two weeks before such election. and
all elections shall be held under such rules
and regulations as may be fixed by the
Board OF Directors. In case of any fail
ure to hold an election above provided,
such failure shall not forfeit this char
ter, hut an election shall be held rs soon
| as may be practicable after notice as above
provided. Each Board OF Directors, at its
first meeting after each election, shall elect
from its number n President and a Vice
President; and shall also elect Secre-
tary and a Treasurer, who may be mem
bers of the board or not, as the directors
see fit and both of said offices may be
held by one and the same person, as Sec
rotary and Treasurer, as may be deter
mined by the Board. majority of the
directors shall constitute a quorum for
the transaction Of all business, and any
vacancy occurring on said Board shall be
filed by the remaining directors for the
unexpired term. The said BOARD, or such
officer or manager as u may designate,
shall appoint such officers, managers,
clerks and other employees of said cOrpor-
alton as may be necessary for its business
and shall dismiss the same; and the tenure
of office and employment of all Officers,
nahagers. clerks and employees shail De
during the pleasure of said Board. The
| said I.oard shall have the right and power
| TO buy, sell. improve contract. lease, Dor
row InC reg, issue ponds and eSeeu'e lnorf-
cages, and. in general, TO exercise all the
powers of the corporation, as well as to
carry out its objects and purposes. all
without reference to or authorization by
| the stockholders. From time to time SAID
Board shall adopt rules, regulations and
| by Laws for the management and control
| of the business and affairs of said corpor-
alton. and, in It's discretion. shah cancel,
/ change and modify the same.
| ARTICLE Vino subscriber hereto or
| stakeholder of the corporation shall ever
| be held liable or responsible for the con-
! tracts, faults or debts of said corporation
| nor shall any mere informality in its or
| this charter null, or Of exposing any sub
| scriber or stakeholder to any liability be-
| ond the unpaid balance. IL any, due on
the shares subscribed for or owned by
| him.
| ARTICLE vII.-This act Of inc0rpora-
| ton may be changed, modified or altered
| or said corporation may be dissolved. with
the assent of the holders of two-thirds OF
the stock of the corporation, whose own
| ers are present and represented mt gen
eral meeting of the holders of stock, after
at least thirty days written notice of such
nesting has been given through mail
| addressed to each stockholder at his place
| of residence. as shown on the books OF
the corporation. In case of dissolution
whether by the expiration Of this charte,
elect three liquidators from among theiI
number, to liquidate and settle the bust.
ness and affairs Of the corporation. IN
ease Of death or disability Of any Of said
liquidafors. the survivors, or the remain
ing liquidators. shall appoint successor
to such liquidator. Said liquidators are
hereby given full power. either by court
ceedings, as they shall elect. to collect all
| amounts due the corporation, sell or
| otherwise dispose of its assets. pay its
debts and liabilities, and compromise and
settle all disputed questions and matters,
| and shall have and exercise all other pow
/ ers necessary and usual to fully and final
l ly settle, wind up and liquidate all the
business and affairs Of the corporation,
| and distribute its net assets or funds
| among. its stockholders in accordance with
| their respective rights. :.
ARTICLE vIII.-The names and post
/ Office addresses Of the subscribers hereto
| and the number of shares which each
agrees to take i'm the corporation are as
/ follows. to-wit: Samuel Brook Dickson,
| ~ Celeste Street. New Orle1nS. isd tnIee
| hundred and eight shares, $4,000; John
/ A. O'Connor, 40 Celeste street. New Or
leans. La. one share, 5000: Joseph w.
Carroll soils Hennen building. New Or
leans. La. one share, $500; Mrs. Charles
| Dickson. 40 Celeste street. New Orleans
| La two hundred and seventy shares.
50. 750o0: Mrs. Margaret d. Dickson 1901
Philip street, New Orleans. La. twenty
| shares. $4,000.
Thus done and passed, in my office. on
1 the day and in the month and year here
| In first above written, in the presence OF
Messrs. Azzo J. Plough and Lawrence Vol
lenweider. Jr. competent witnesses, who
have signed with the parties and me, No
tary, after due reading OF the whole.
Witnesses. Azzo ]. Plough, Lawrence
vollenweider. Jr.
(Original signed.) s. Brook Dickson
30S shares: Mrs. Chas. Dickson. per pro
s. Brook Dickson, go shares: Mrs. Mar
garct D. Dickson, per pro s. Brook Dick:
| son. 20 shares: Joseph w. Carroll, share
John A. O'CoHnor. 1 share.
HENRY G. MCCALL, Not. Pub.
|, Certificate Of Recorder. /, the under
| signed Recorder of Mortgages in and fol
the Parish of Orleans. State of Louisiana
do hereby certify that the above and
foregoing Act Of Incorporation Of the
Dickson waterproofing Company. Inc.
was this day duly recorded In my Office
In paak 1924 foii0 DO