The herald., 1920-04-29
CHARTER.

cornoreaI: to issue bonds and, if desired,
to secure same by mortgage; TO hOla
stock in other companies; to name anu
elect and appoint such managers, agents,
directors and officers as the interests and
/ convenience OF said corporation may re,
Quire; to make and establish, after ana
! amend bylaws. rules and regulations Tor
I IFS proppr government. as may be deemed
! necessary and proper for the extension OF
/ the business in which the corporation Is
engaged.
! ARTICLE 1.-THE domicile of this cor
/ p0ration shall be in the city of New Or
| leans. state of Louisiana; and service OF
process shall be made upon the president
! or in his absence, upon the vice-presl-
dent or secretary.
ARTICLE HI-The objects and pur-
poses for which this corporation Is or
ganiZed and created and the nature OF
. the business to he carried on by II are
] declared 10 bc as follows:
| TO manufacture. build. rebuild, equip.
paint and repair all kinds, sizes, classes
! aud varieties of railroad tank ears ana
or other ears, and all parts ana appll-
/ aurr> thereof and accessories thereto 10
! buy. sell. generally deal in and manufac-
ture metals and materials used in the
Manufacture. building, repairing. equip
mrut and painting of such ears ana their
parts. appliances and accessories: to buN,
or otherwiS" acquire; To sell. or otherwise
diSpO>, Of TO lease. and generally TO deal
in such ears and their parts. appliances.
equipment and accessories. to own ana
operate such ears. to acquire license. let
tcrS patent and trade marks covering I'M
. proNCmrUtS novelties and inventions ne
c"S>ary to and connected with said bust
ness and to license individuals and cor
porationS to manufacture, sell or use such
improvements. novelties ana Inventions III
shops or special territory on royalty or
otherwise. and in connection with the
foregoing. 10 buy or otherwise acquire.
sell or otherwise dispose of and lease real
c>tat" improved or unimproved. buildings.
machinery. equipment, etc: ana generally
to do aud perform all things pertinent and
incident and which may he proper and
necessary to carry out and execute the oh
jpctS aud purposes hcrcinabONe cnumer-
Ited.
ARTICLE ". The capital stock of this
corporation j. hereby fixed at the sum
Of two hundred and fifty thousand $3.50.
OUOOUj dollars. and shah he divided into
aud represented 10y two thousand five
hundred (2.JOOD shares of common stock.
of the par value of one hundred tSlOOO0l
dollars each. said stock shall he paid
for in cash or by property or services
actually rendered to the corporation, or
other equivalent of cash as provided 10y
law and in such manner and at such
times and in such in>tallment> rs may be-
prescribed by the board of directors.
} This corporation shall become a going
concern and shall be authorized to com
mcncc business as soon fifty per cent
! TO per cent? of its capital stock shall have
been actually subscribed. and fifty per
cent Of all stock subscribed for shall III
/ fact have been paid for either i'll cash OF
/ its equivalent.
ARTICLE N.-Thc capital stock Of thi.
I corporation may bc Increased to the sum
! OF five hundred thousand (SJOO.OOO.OO) dol
F lars by "A vote of twO-thirds of all stock
/ present or represented AT a special meet
Ing called for that purpose or at reg
ular annual meeting of the corporation.
ARTICLE VI All certificates of stock
/ issued by this corporation shall be signed
| by the president and cOunterSigned by the
| vice president or secretary, or. il author
I lied by resolution of the board of direc-
/ tors. shall be signed by the vice-prcsideni
/ and COunterSignrd by the secretary.
The stock in this corporation can be
transferred only on the books of the cor
poration and subject to such regulations
and formalitieS as may be by the board
of directors from time to time prescribed.
ARTICLE NII.-The corporate powers OF
this corporation shall he vested in and
exercised 10y board of not more than
five nor less than three directors. ma
jOrity of whom shall constitute a quorum
for the transaction of business. y ma
jOrity of the board of directors may in
crease the membership of the board not TO
exceed seven members. and may elect
such additional members at a meeting of
the board Of directors specially called for
that purpose: directors so elected TO serve
until the next annual corporate election.
The board of directors may make and
establish well alter and amend, the
bylaws rules and regulations necessary
to the management of the business and af-
fairs of the corporation.
The directors of this corporation may
vote in person or by written or Geographic
proxy ut any of the meetings of tn"
board of directors. and the board of di-
rectorS may delegate any of its powers TO
any officer or officers. or any other rep
reSentatiye of the corporation 10y apprO-
pirate resolution TO that effect.
The offices of secretary and treasurer
may he filled by stockholders not MEM
beers of the board of directors.
The first board of directors of this
corporation shall he composed of the
street. Chicago. Ill; David COPELAND. III
W. Monroe street Chicago. ILL.,. Elias
Mayer. - s. Dearborn street, Chicago,
/ Ill: Oscar Elumenthal, IS $. Dearborn
/ street. Chicago. ILL.,: W. :. Hefferan. Jr..
. ~ $. Dearborn street. Chicago. ILL.,. and
/ they shall serve until the third Tuesday in
/ April 1921. or until their successors are
elected and qualified.
The officers of the corporation will he
/ the following: Max Epstein. president
David COPELAND. vice president Elias May
or. secretary: VI. Z. kraffmiller. treasurer.
, The board of directors may. consolidate
| the offices of secretary and treasurer.
The directors shall be elected annually
ut u meeting held on the third Tuesday
/ in April in each year after date hereof
| Notice of said meeting shall be given
fifteen days prior to the date OF said
/ meeting, in writing. sent by mail to each
J stakeholder at his last known place OF
residence The board of directors may
| change the date of said annual meeting
! to any other date, not later than the
! thirtieth day of June. by written notice
| to that effect. sent at least fifteen days
prior to the date to which said annual
meeting shall be changed. directed by mail
to each stakeholder at his last known
] place Of residence.
! Each stakeholder shall. at such annual
/ meeting. or other meeting. general or Spe-
! cial. be entitled in person. or by written
I or Geographic proxy. to one vote for each
! share of stock owned by him. The cleo
/ ton shall he held under such rules and
/ regulations may be from time to time
/ determined by the board of directors.
The directors. when elected. shall hold
office for one year. or until their sue
cessors shall have been elected and quail
( fled. and failure to hold the annual meet
ing Of the stockholders or to elect an
nually directors shall not operate the for
fixture of this charter or any rights there
under.
Any vacancy occurring in the board of
directors may be filled by the remaining
directors for the uneXpired term.
ARTICLE VIII.-This charter and act
of incorporation may he changed. modified.
altered or amended by and with the con
sent of twO-thrds of all the stock pres
ent or represented at a meeting general or
special held for that purpose: and such
amendments may he material or immater-
al, subject only to limitation as may be
by law provided: and this corporation
shall have the right and power to increase