The herald., 1920-01-15
CHARTERS.
CHARTER OF l.. ii. GUERIN EN-
GINEERING CORPORATION. INC.

~,
United States of America. State of Louis
lana, Parish of Orleans, City of New Or
| leans. BE IL known, that on this 2nt
day of the month of January, in the yea
OF our Lord, one thousand, nine hundre,
and twenty; Before me, Pierre ID. Olivier
u notary public, duly commissioned ant
qualified in and for the Parish of Or
| leans, State OF Louisiana, therein resid
| ing, and in the presence of the witnesses
| hereinafter named and undersigned, per
! sOnally came and appeared Louis III
! Guerin, Jacques de Tarnowsky and Or
| loft Henry, all of full age and residing
in this city.
| Who severally declared that awaiting
themselves of the provisions of Act No
26I of the General Assembly of the State
| OF Louisiana, for the year 1914, and oil
| the general laws of this State relative 10
| the organization of corporations, they
have formed and organized, and do by
these presents form and organize them
selves into "A corporation and body polite
in law, for the objects and purposes and
under the agreements and Stipulations
following tO-wit:
ARTICLE 1.-The name and title of
this corporation shall be l.. III. Guerin
Engineering Corporation, Inc, and under
that name il shall have and enjoy cor
porate existence and succession for the
period of nine-nine (99) years from the
date OF these presents, and IL shall have
power to contract, sue and be sued, to
quire, lease, use, hold, sell, ALLEVIATE, mort
gage, pledge and otherwise cucumber and
dispose of property, movable, immoyable,
or mixed, in the State of Louisiana or
elsewhere; to make and issue notes. bonds,
and other evidences of debt; to draw and
accept bills of exchange; to appoint such
officers, managers and agents as in the
interest of the corporation may require
TO make and adopt such bylaws, rules
and regulations for the management of its
affairs and business, as may be necessary
or convenient; and shall have and possess
all rights and powers now granted or
which may hereafter be granted by law
to corporations in this state.
ARTICLE 1.-THE domicile of this cor
poration shall be in the City of New Or
leans, State of Louisiana, and all cita-
ton or other legal process shall be served
upon the President or, in his absence
upon the Vice-President of the corpora
ton.
ARTICLE III.-The objects and pur-
poses for which this corporation is es-
tablished and the nature of the business
to be carried on by it are hereby de
clared to be:
To carry on the business of consulting
and constructing engineers, in all branch
es Of engineering, and, or, the actual carry
ing out of the construction of the work
involved.
ARTICLE IV.-First, the capital stock
OF this corporation is hereby fixed at the
sum of twelve thousand dollars ($12 .OOO),
divided into and represented by one hun
dred and twenty (12O) shares of the par
value of one hundred dollars ($1OOOO)
each, which said shares shall be paid for
in cash or may be issued in payment of
and for rights or property actually re-
ceived or acquired by this corporation:
Second, the capital stock of this cor
poration may be increased up to the sum
of two hundred and fifty thousand dol
lars ($2JOOOO), in the manner provided by
law.
Third, all transfers of stock of this cor
poration shall be entered in the stock
book, and no transfer shall be in any man.
ner binding upon this corporation until
so entered.
Fourth, the said appearers have sub
scribed to the following number of shares
OF the capital stock Of this corporation,
to-wit:
Louis II. Guerin, Canal Bank Annex. 20
Bank Annex, 20 shares; OrIoff Henry, |
Canal Bank Annex, 20 shares. Total |
shares subscribed for by the subscribers |
% these articles of Incorporation 60 shares |
said shares amounting together to the |
sum of six thousand dollars ($6,O0O.OO).
ARTICLE V.-First, all the corporate
powers of this corporation shall be vested |
m and exercised by a Board of Directors,
composed of three t3) stockholders, two |
- OF whom shall constitute a quorum for
ne trdusdCtlOn Ol BUSINESS.
Second, said Directors shall be elected
It general meeting of the stockholders |
" this corporation, to be held on the first |
Monday of the month of January in each
iear, beginning 1921, unless said day be
! legal holiday, in which event said elec-
ion shall be held on the next succeeding
business day.
Third, notice of said election shall be
yiven by written notice addressed to each
tockholder at his last known place of
esidence, seven 90 days next preceding
he date Of said election, and said notice
nay be given by registered mail.
Fourth said Board shall, at its first
Meeting, elect a President, a vice-Presi-
lent, and Secretary Treasurer.
Fifth, the first Board of Directors, I'M
Ter these articles of incorporation, who
hall serve until their successors have been
lected and qualified are: Louis II. Guerin,
acques de Tarnowsky, and Orloff Henry |
With said Louis II. Guerin as President |
aid Jacques de Tarnowsky as Vice-Presi-
ent, and said Orloff Henry as Secretary
treasurer.
Sixth, il any vacancy should occur
mong the directors by death, resignation
r otherwise, such vacancy shall be filled
y the remaining directors. and the per-
on so elected shall hold Office during the
emainder Of the term of said Board Of
directors.
Seventh, the failure for any cause to
lect Directors on the day stipulated shall
OF have the effect Of dissolving this cor
grafton, but the Directors and officers
hen in Office shall hold over until their
nccessors have been duly elected and
uali1ed.
Eighth, at all elections and meetings of
.ockhofders of this corporation, each
.ockholder shall be entitled to one vote :
,r each share of stock registered in his :
r her name, and may vote in person or !
y proxy. All elections shall be by bal
Ninth, the Board of Directors shall {
eet as often as the Directors may deem 7
ivisable
ARTICLE VINO stakeholder or the
eirs of any stakeholder shall have the ,
ght to sell or transfer his or her shares
stock or any part thereof to anyone
no is not stakeholder of record of said
unless he shall first have Of
red the same to the other stockholders
the book value thereof, as fixed by the
oard OF Directors, allowing thirty (30)
lys for the accepting or rejecting of the
i'd offer. After which delay. only If the
Ter OF purchase is not accepted the
ockholder desiring to sell his shares
ay sell same to anyone not a stock
'lder. This provision shall be printed
the face or on the body Of certificates
stock
ARTICLE Vino stakeholder of this | Z
rporation shall be held liable or re. q
onsible for the contracts or debts of
Is corporation, or its faults or defaults
any further sum that the unpaid bal
zee due this corporation on the shares
STOCK subscribed for or owned By him,