The herald., 1920-10-14
CHARTER.

r
power whatsoever. and To operate. u~". SILL.
l,it~, md hire the same. To apply for or
purchase and in any other manner 10 "'r
qulr,. and 20 soil assign and oJh'rwi~" dis
posi-, Of deal in and u" patents, patent
rights. privileges. licenses. trade marks.
trade names. devices and improved or Sc
. ,r,t processes of every sort and description
. necessary and incidental 10 thoS" purposes
. and also 10 carrying on general manu-
. featuring wholesale and retail Wcr'haH-
. disc and machinery business. Ana par
/ iirulariy 10 purchase, or IN any other
manner acquire. in and for IN" tinted
. States its territories and dCpCnd"A. les
! and in and for all foreign countries. all
/ rights and interests in and 10 certain
patent and or Improvement on packer
for stock feed known aS the samuel G.
FRAUD stock Feed Packing Machine. APP
. pii,atlOu filed in the United states Patent
/ Officc April 18th. 1915. Serial No. 22Ss'N1
I Patented March H. 1919. No. ! @9IOI as
appears from the records Of IN" United
States Patent Office. and upon acquisition
of said patent rights 10 manufacture. s"ll,
lra~" and otherwise deal IN ana hahuf.
or i'm any manner dispose Of machines
manufactured under said patent To hold.
lease or operate and 10 acquire ana dispose
of shops. offices. repair plants factories
and warehouses in connection win the
above described business. And further to
engage in foreign and domestic commtr'"
and TO carry on the business or The corpor
alton in the United States and its terri
tories and dependencies and in foreign
countries. and 10 conduct and carry on
such other businesses as may b" fOund
necessary or convenient for properly "i-
b f-ctuating the aforesaid businesses or On
! HANGING the value of the properties, rights
and privileges Of the corporation.
; ARTICLE IV.-Section l The capital
. stock Of this corporation Is hereby fixed
! at the sum Of 5000 90. divided into and
, represented by 80 shares Of the par value
p of 500 90 each, said stock shall be issued
in two classes. the first to he known ~
, class a. stock and IN" second 10 be
p known as Glass b stock.
. Section ?: The amount of Class "a
stock is fixed at the sum of Sl2'Nop, d.
- vided into and represented by 10 share,
p OF the par value Of $4,000 each. sand
10 two and only two Directors Of tn" corpor
: alton. and no distribution or division OF
r said stock shall create in the holder,
p thereof in any form the right 10 elec'
- more than two Directors OF the corpora
Z tion.
Section 3: The amount Of Glass "B'
o stock is fixed at the sum OF Sl2NOn, dl
r vided into and represented by 10 share
Q of the par value of $4,000 each. Said
&; stock shall have the privilege OF electihi
o two and only two Directors of the Corpor
!. alton and no distribution or division o.
20 said stock shall create in the holders there
4 of in any form the right TO elect more thar
n two Directors of the corporation.
d Section 4: 1t is the intention and pur
- pose of Sections and Of this Article I,
= place in the holders Of Class St3c
erS of Glass "B" stock TO elect two an'
u only two Directors OF the corporation. ant
T to place in the holders Of Class b Stoci
r the right, without any interference. iron
tho holders of Class a" stock. 10 clec
Il two and only two Directors of the cor
= poration.
u Section 2: Said stock shall be paid 70
: in cash or its equivalent, as provided b.
= law and in such manner and at such time
= and in such inStallmcnts as may be pre-
}. scribed by the Board of Directors
Section &: This corporation shall be
3 come a going concern and shall be author
: lied to commence business when Sl2,tOe
= of its capital stock shall have been sub
B sCribed and when $4,000 of its capita
stock shall have been paid for as provide
: by law.
ARTICLE v.-The capital stock of thi
corporation may be increased to the sur
, of 800 eco 90 by a two-thirdS vote of al
= the stock present or represented at spe
:, cial meeting called for that purpose or a
4 a regular annual meeting OF the corpora
i tiOH.
X ARTICLE VI-Al certificates of stOc
issued by the Company shall he signed b
the President tor, in his absence or in
ability to act, by the Vice Presiden) an
IcountcrSigned by the Secretary Treasure
- The capital stock of this corporation
H. issued. received and held under the ire
vocable agreement and contract entere
into for the mutual protection and ad
l. vantages and as a condition of this char
r ter that no stock shall be sold or trans
" ferred without first offering the same I
Of the stockholders of record who shall hay
ID the first right to purchase same at IN
le price demanded by the owners. or at IN
d price of any bona fide offer thereof, bu
l.. should the parties be unable to agree upo
s. the price then the said stockholders Sha
r have the absolute first right to buy III
in same for cash at the book value thereC
t. as shown by or established on the sem
d. annual CT annual statement OF the corpor,
" ton last preceding such offer, and thi
to valuation shall be conclusive evidence t0
Y. this purpose. No sale shall be vail
AT against other stockholders until an off
10 TO sell has been made in writing TO III
Id Board of Directors for the use and benef
81 of the other stockholders. which shall in
Of mediately notify the latter thereof, an
A. they shall have fifteen days from sue
r notice to accept the same or to make
ID counter offer as hereinabove prescribed
Id and thirty days after acceptance to pa
III for the same. Stockholders shall have I'll
- right to buy such shares in proportion
r their holdings and any proportion not thu
I'd taken may be taken by any OF the other
v There shall be printed in the body OF eac
certificate of stock. This stock is accep
r ed, held and can be transferred only upo
40 conditions named in Article VI OF n
ts charter of this corporation No tran'
a. fer of stock of this corporation shall
n binding upon the corporation unless, an
n until the same is transferred on the boob
n of the corporation.
Or ARTICLE VII-The corporate power
t. of this corporation shall be vested in an
a / exercised by q Board OF Directors con
ik posed of not less than four and not mol
%. than five stockholders. three of whom Sha
T. constitute q quorum for the transaction
o. business. The Directors of this cOrpOri
al ton may vote in person or by write
to proxy at any of the meetings of the Boar
he of Directors and the Board Of Director
rk may delegate any of its powers to an
Is officer or officers or any other represent
he tive OF the Company by appropriate res
TO luton to that effect. The first Board
rs, Directors of this Company shall be con
81 posed of the following: Abraham
Ike MaSsman. New Orleans, La: Ludw
IS, Eisemann. New Orleans, La; Sol Mas
v man. New Orleans. La; Morris Il. Re-
nd mann, New Orleans, La. with A. +. Mas
all man as President, L. Eisemann as vi
er President. Morris Il. Redmann Seer
ch tary Treasurer. and they shall serve n
til the second Tuesday in January, TO-
in qualified. The Directors shall be elect'
on held on the first Tuesday of July in eat
to provisions of Article " of this chartC
be elected by the unanimous consent
lr all the Directors of this corporation.
n hold office for and during the continuan
he of the term of office of the Board of
ie- rectors which so unanimously elects hi
IN A fifth Director of this corporation mi
Use be elected by the stockholders OF this CO
to poration by the unanimous consent of
OF the Glass and stock present or repI