The herald. [volume] (New Orleans, La.) 1905-1953, 1920-10-07
CHARTER.

. H." ana operation by means Oi any motive
+ power whatsoever. ana to operate use. sell
/ l"a~" aud hire the same. TO apply for or
b purrhH~" and in any other manner 70 ar-
+ pUir" and to sell. assign and otherwise dis
4 pos" OF. deal in and rs" patents patent
/ rights, privileges. licenses. trade marks.
I trade names. devices and improved or So
D rr"t processes of every sort and description
4 necessary and incidental to those purposes
/ and also To- carrying on Il general manu-
+ featuring Wholesale and retail m"rchau
+ dis" and machinery business. And par
Z ri"ularly to purchase. or in any other
/ manner acquire. in and for the United
States, its territories and dependencies
and in aud for all foreign countries. all
1 rights and interests in and to a certain
patent and or improvement on packer
/ for stock feed known rs IN" Samuel e.
/ Fraud stock Feed Packing Machine. an
pliratiOn filed in the United States Patent
/ office. April 18th. 1918. Serial No. 222e5>J
/ patented March II. 1919. No 1910 a.
/ appears from the records of the United
States Patent office. and upon acquisition
/ OF said patent rights to manufacture. sell
! l"IS" and otherwise deal in and handle.
/ or in any manner dispose Of machines
manufactured under said patent. To hold.
I lease or operate and to acquire and dispose
/ Of shops, offices. repair plants. factories
/ and warehouses in connection with the
above described business. And further to
engage in foreign and domestic commerce
and to carry on the business of the cOrpOr-
alton ia the United States and its terri
| tories and dependencies and in foreign
countries. and to conduct and carry on
such other businesses as may b" found
necessary or convenient for properly rf-
r,tuating the aforesaid businesses or On
HANGING the value of the properties, rights
and privileges Of the corporation.
ARTICLE IN-Saction l: The capital
stock of this corporation is hereby fixed
M the sum Of 49,. 600 90. divided into and
represented by 80 shares of the par value
Of $4,000 each; said stock shall be issued
in two CLASSES. the first to be known aS
[ ng he
known aS Class "B" stock.
Section >. The amount Of Glass ~
stock * fixed at the sum of Sl2.J0O.O0. di-
vided into and represented by 10 shares
of the par value Of $4,000 each. Said
stock shall have the privilege of clecting
two and only two Directors of the cOrpor-
alton. and no distribution or division of
said stock shall create in the holders
thereof in any form the right to elect
more than two Directors Of the corpora
ton.
Section >: The amount Of Glass ''R''
stock l. fixed at the sum Of Sl2.5OO.OO. di-
vided into and represented by 12J shares
of the par value of $4,000 each. Said
stock shall have the privilege of eleCting
two and only two Directors of the cOrpOr-
alton and no distribution or division of
said stock shall create in the holders there
of in any form the right to elect more than
two Directors Of the corporation.
section 4: II is the intention and pur.
pose of Sections and 2 Of this Article to
place IN the holders or 'ldSS ~ STOCK
the right without Interference from hold
orS of Class "B" stock to elect two and
only two Directors of the corporation. and
to place in the holders of Class "B" stock
the right. without any interference, from
the holders Of Glass "a" stock. TO elect
two and only two Directors of the cor
poratiOn.
Section ,: Said stock shall he paid for
in cash or its equivalent, as provided by
law. and in such manner and at such times
iDSt3llmpnts : 10 re-
SCribed by the Board of Directors.
Section q: This corporation shall be-
come a going concern and shall be author
lied to commence business when Sl2.j00.OO
Of its capital stock shall have been sub
Scribed and when $4,000 of its capital
stock shall have been paid for as provided
by law.
ARTICLE V.-The capital stock of this
corporation may be increased To the sum
of SlOOOOOOO by a twO-thirdS vote of all
the stock present or represented at a spe-
cial meeting called for that purpose or at
a regular annual meeting of the corpora
ton.
ARTICLE VI.-An certificates Of stock
issued by the Company shall he signed by
the President COR. in his absence or in
ability To act, by the Vice PreSidenD and
countersigned by the Secretary Treasurer.
The capital stock of this corporation is
issued, received and held under the ire
yOcable agreement and contract entered
into for the mutual protection and ad
NantaEeS, ana as a condition or TINS char
ter. that stock shall be sold or trans
ferred without first offering the same to
the Stockholders of record, who shall have
the first right to purchase same at the
price demanded by the owners. or at the
price of any bona fide offer thereof. but
should the parties be unable to agree upon
the price. then the said stockholders shall
have the absolute first right to buy the
same for cash at the book value thereof
as shown by or established on the semi
annual or annual statement of the corpora
ton last preceding such offer, and this
valuation shall be conclusive evidence for
this purpose. No sale shall be valid
against other stockholders until an offer
to sell has been made in writing to the
Board of Directors for the use and benefit
of the other stockholders. which shall i'm
mediately notify the latter thereof, and
they shall have fifteen days from such
notice to accept the same or to make
counter offer as hereinabOve prescribed
and thirty days after acceptance to pay
for the same. Stockholders shall have the
right to buy such shares in proportion to
their holdings and any proportion not thus
taken may be taken by any of the others
There shall be printed in the body of each
certificate of stock. This stock is accept
ed. held and can be transferred only upon
conditions named in Article VI Of the
charter of this corporation" No trans
fer of stock of this corporation shall be
binding upon the corporation unless. and
until. the same is transferred on the books
of the corporation.
ARTICLE Nll.-The corporate powers
of this corporation shall be vested in and
exercised by a Board OF Directors com
posed of not less than four and not more
than five stockholders. three of whom shall
constitute a quorum for the transaction of
business. The Directors of this corpora
ton may vote in person or by written
proxy at any of the meetings of the Board
Of Directors and the Board of Directors
may delegate any of its powers to any
officer or officers or any other representa-
tive of the Company by appropriate reso-
luton to that effect. The first Board of
Directors of this Company shall be com
posed of the following: Abraham f.
Massman New Orleans La; Ludwig
EiSemann, New Orleans, La: Sol Mass
man. New Orleans. La; Morris Il. Red
mann. New Orleans, La. with A. +. Mass
man as President. l.. Eisemann as Vice
President, Morris II. Redmann as Score
taryTreasurer, and they shall serve. un-
til the second Tuesday in January 1921, |
or until their successors are elected and
qualified. The Directors shall be elected
annually by the stockholders at a meeting !
held on the first Tuesday of July in each |
year thereafter. in conformity with the |
provisions of Article " of this charter
4 fifth Director of this corporation NAV
be elected by the unanimous consent of !
all the Directors of this corporation to |
of the term Of office of the Board of hi |
rectOrs which so unanimously elects him. |
a fifth Director of this corporation NAV
be elected by the stockholders of this cor !
poratiOn by the unanimous consent of all /
the Class A and b stock present or repre- !