The herald., 1920-05-06
CHARTER.


to secure same by mortgage; TO hold
stock in other companies; to name ana
elect and appoint such managers, agents,
directors and officers as the interests anu
convenience OF said corporation may re-
quirp; to make and establish, alter ana
amend bylaws, rules and regulations lot
its proper 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
poratiOn 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 Vlce-presl-
dent or secretary.
ARTICLE uI.-The objects and pur-
poses for which this corporation is or
ganized and created and the nature oil
the business to be carried on by II are
declared to be as follows:
To manufacture, build. rebuild, equip,
naint and repair all kinds, sizes, classes
and varieties of railroad tank cars and
or other cars, and all parts and april
ances thereof and accessories thereto, 10
buy, sell. generally deal in ana mahuiac-
ture metals and materials used IN the
manufacture, building, repairing, equip
ment and painting of such ears ana thelr
partS appliances and accessories; TO buy,
or otherwise acquire; to sell, or otherwise
dispose OF, TO lease, and generally 10 ueai
in, such cars and their parts, appliances,
operate such cars; to acquire license, let
ters patent and trade marks covering i'm
provcmentS, novelties and Inventions ne
ceSSary TO and connected with said busl-
ness and to license individuals ana cor
pOrations to manufacture sell or use such
improvements novelties and inventions IN
shops or special territory on royalty or
otherwise; and in connection Win the
foregoing, TO buy or otherwise acquire
sell or otherwise dispose of and lease real
Inn, cd nr n nrnEpn
machinery, equipment etc; and generally
TO do and perform all things pertinent and
incident and which may be proper ana
necessary TO carry out and execute the Cd
jects and purposes hereinabove enumer-
ated.
ARTICLE Iv.-The capital stock Of this
corporation Is hereby fixed at the sum
of two hundred and fifty thousand (S2Jo
0O0.00) dollars, and shall be DIVIDED INTO
and represented by two thousand five
hundred (2.J00) shares of common stock
of the par value of one hundred SlOOO0l
dollars each. Said stock shall be paid
for in cash or by property or services
actually rendered to the corporation, or
other equivalent of cash as provided by
law, and in such manner and at such
times and in such installmentS as may be
prescribed by the board of directors.
This CORPORATION shall become n going
concern and shall be authorized TO com
mence business as soon as fifty per cent
80 per cent? of its capital stock shall nave
been actually subscribed, and flfty per
cent of all stock subscribed for shall IN
fact have been paid for either in cash or
its equivalent.
ARTICLE V-The capital stock of Thu.
corporation may be increased to the sum
of five hundred thousand ($0oo,OooOo) DOL
lars by vote Of twO-thirds OF all STOCK
present or represented at special meet-
ing called for that purpose or at a reg
ular annual meeting of the corporation.
ARTICLE VI All certificates Of stock
issued by this corporation shall be signed
by the president and counterslSned Dy the
vice president or secretary, or. If author
lied by resolution of the board OF direc.
tors shall be signed by the vice-president
and countersigned 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 be vested in ana
exercised by a board of not more than
five nor less than three directors, ma
jOrity of whom shall constitute a quorum
for the transaction of business. ma
jority of the board of directors may IN
crease the membership of the board not 10
exceed seven members, and may eject
such additional members at meeting OF
the board of directors specially called Tor
that purpose; directors so elected 10 serve
until the next annual COTpOIdle cNNliOh
The board Of directors may make and
establish as well as alter and amend, the
bylaws, rules and regulations necessary
| to the management of the business and al
| fairs of the corporation.
The directors of this corporation may
| vote in person or by written or telegraphlc
proxy at any of the meetings of the
board of directors, and the board OF d.
| rectOrs may delegate any of its powers 10
any officer or officers. or any other rep
resentative of the corporation by appro-
pirate resolution to that effect.
The offices of secretary and treasurer
may be filled by stockholders not mem
bers of the board of directors.
| The first board of directors of this
corporation shall be composed of the
! following: Max Epstein. Ill W. Monroe
street. Chicago, ILL.,; David COPELAND, III
W. Monroe street, Chicago, Ill, Elias
Mayer 80 S. Dearborn street, Chicago
Ill: Oscar Blumenthal, 80 S. Dearborn
street, Chicago, ILL.,; w. S. Hefferan, Jr.
IS S. Dearborn street. Chicago. Ill, and
they shall serve until the third Tuesday IL
April. 1921, or until their successors arr
elected and qualified.
| The officers of the corporation will b.
the following: Max Epstein, president
David COPELAND, vice president; Elias May
er secretary: NJ. p. Kraffmiller, treasurer
The board of directors may consolidate
the offices of secretary and treasurer.
The directors shall be elected annual!
at a meeting held on the third Tuesda.
in April in each year after date hereof
Notice of said meeting shall be give
fifteen days prior to the date OF sal,
meeting in writing, sent by mail to eacl
stakeholder at his last known place o
residence. The board of directors ma
change the date of said annual meetin
to any other date, not later than tn
thirtieth day of June. by written motto
to that effect, sent at least fifteen day
} prior to the date to which said annua
[ meeting shall be changed directed by maj
e to each stakeholder at his last know
place of residence.
e Each stakeholder shall, at such annuf
meeting, or other meeting, general or spt
: cial be entitled in person, or by write
4 or telegraphic proxy, to one vote for eac
4 share of stock owned by him. The elet
r ton shall be held under such rules an
e regulations as may be from time to tim
: determined by the board Of directors.
e The directors, when elected, shall hOl
e office for one year, or until their SUI
cessors shall have been elected and quail
=, fled, and failure to hold the annual NEE
: ing Of the stockholders or to elect an
nually directors shall not operate the fol
fixture of this charter or any rights there
under.
Any vacancy occurring in the board {
directors may be filled by the remainin
;. directors for the unexpired term.
: ARTICLE VIII.-This charter and az
J, of incorporation may be changed modified
t altered or amended by and with the col
{ sent of two-thirds of all the stock pre-
: ent or represented at meeting general Z
d special held for that purpose: and sue
amendments may be material or immater
al. subject only to limitation as may
by law provided; and this corporatio
shall have the right and power to increas
or decrease its capital stock as hereiT
:. before set ont and any increase of ii