The herald., 1920-07-22
CHARTERS.

| authorized to do business as soon as fin
| (jO) per cent of its authorized capital shall
/ be subscribed FOR, and at least fifty T..
per cent of all stock subscribed for shall
| Ice paid for. stock of this company ShHl
! only bp issued for cash or for service
rendered. merchandise. property or orhr
valuable considerations, rnuring to THU
corporation. according To III" "Nclu~iy,
Judgment and findings of the Board a.,
Directors thereof.
ARTICLE IN.-Thc substitution for am,
the ownership OF all stock in this corpor
alton are mad" and taken upon the con
dition that any holder of stock desiring {
sell the same, shall first offer his ~iurI
To the corporation at his lowest price. ana
the corporation shall have thirty day~ !.
which to exercise its option To pur,la-,
the same. On it, refusal 10 purchase. IA,
stockholders shall have ten DAYS To ,t
orriS" their option 10 purchase such stock
~ said price. after th, expiration Of SI....
time Tia" stockholders shall be- free to mats,
any other sale of his stock
ARTICLE Y. Tn, domi,ilr uf this cor
poration shall l." lu the city of New 90
leans La, whcr" all meetings ot the stock
holders or directors must hc held. pro
Nidcd. that with the written consent OF .
the directors. valid meetings of the dire.
tors may Dee held outside of the Stale CO..
within the state. elsewhere than at it,
duWl,llr. citation shall %" served Uuur
the President OF, ia the uh~vur,' cor dis
ability uf the latter. upon the Viz, pr,~i
dent. aud. in the absence or disability q,
the lllIHI. upon tho SECRETARY. ana llI III.
ah>rnrr or disability OF the latter. uuu.
the Treasurer.
ARTICLE NI-hn the corporate power,
IF this corporation shall hr vested iu and
'N"rri~cd 10y Board OF Directors. thr,,
In number. All uf whom shall Ice Stu,kluld
FRS to be- elected on the first Monday
March OF each year. commencing wIrn
first Monday of March. 1927. with IA, uu
drr>tandinE that the first Board ot ia
rt.,tur~ selected by The. stock holders and
D. % |sHI NNHl ||ta Ir.
SET of Officers. - hereinafter named. shall
hold office until the first Monday q,
March. 1921. or until their Successors ha.
been elected and have qualified. After tl,
election of said Board of Directors by e.
holders of stock. as herein provided. Their,
shall be- elected 10y said Directors from
their own number the Officers of the cor
poratlou. which are as follows. l~i.
President. 2ud. Wire President. "rd. 4:
Secretary. 4th. "a Treasurer. any Two
which offices may hr combined ia ON.
person. The first Board of Directors. au,
the Officers of this corporation. shall
tine tuloN INK. aud which said Board co.
directors aud officers shall serve until %.
election 10 bee held ou the first Monday cot
March. 1921 or until their Successors az.
elected. chosen aud qualified. tn" ad
dresses of said Directors and Officers aT.
st oppo~i'" their respective names
Charles EoiSSct. Lurion Lavrudau. John
barrih.r" Rem" IHhadir and j. J.. h
d'Ayrio"Urt. with Charles Eoi>~,t. Pr'>
dent. John barrihvrr. Vice President aud
Treasurer and j. l.. X d'Ayricour'. 500.
Rotary. TIA" Board of Directors shall huy,
the right TO fill al vacancies occurring d.
their number. whether resulting from
death. resignation or otherwise.
ARTICLE VII The annual meeting o.
the stockholders of this corporation for ia,
election OF Directors shall b" held on th.
first Monday of March of each year. com.
mcnciug with the first Monday Of March.
1921. The election for said Directors shall
b" hy ballot. aud the majority ia amount
Of stock. voting. whether in person or 10y
proxy. shall elect the person for whom
they are east each share of stock voted
upon To Ice counted but for one vote. sal,
stock shall not hc entitled 10 cumulativ,
voting. Tn" Board of Directors shall xiv,
nj least fifteen days notice 10y mail
the election of said Directors. and shall
appoint one or more stockholders 10 pre-
sid" at such election. ANY failure from
any cause whatsoever to elect Director.
on the day named for that purpose shall.
not dissolve this corporation. hut the hi
rcctorS and officers then in office Shal.
hold over until their successors are chosen
and qualified. said Board i further an
thoriz"d 10 frame and adopt bylaws rule
and regulations a. the affairs and cuisines,
of the company may require. and IL ma
deem necessary for the conducting and
management thereof. provided the same
does not conflict with this charter and tn,
laws of the State of Louisiana. and those
of the United States of America. 10 name
and appoint managers. fin their cumpeu-
SatiOn and terms Of employment. a> well
as name and appoint agents and employees
as in its discretion may seem fit and
proper. as well as TO fix the salaries an
terms of employment of the officers, em-
plOyees clerks and assistants.
ARTICLE VIII.-'The Board OF Directors
is specially vested with the power so ac-
quire and purchase such property or bus
mess or good will. or all of these. from
individuals. firms or other corporations
as said Board of Directors may deem ad-
viSable and proper. and AT such price and
on such terms as they deem best. and to
pay therefor in the capital stock of this
or otherwise.
ARTICLE IN-\O stakeholder shall ever
be held liable or responsible for the con
tracts. faults or debts of this corporal ion
nor shall any mere informality in its or
ganiZatiOn have the effect of rendering
this charter null or of exposing its stock
holders 10 any liability beyond the unpaid
balance on the stock owned by them
ARTICLE N.-The names and postoffice
addresses of the subscribers TO these ar
ticles of incorporation and the number of
shares of stock subscribed for by each.
are as follows: Charles BOisSet. 2213
Brainard Street, 100 shares: Lucien Lave
dan. $40 North Solomon Street. / share
J ohm Darrbere. S4l Alexander Street.
share: Rene Labadie 10 Morgan Boulevard.
| share; J. l.. X. d'AvricOurt. Audubon
] share.
ARTICLE NI.-AH stockholders meet
ingS. for the election of Directors as above
stated. shall be held after fifteen days
written notice mailed to each stockholdsr.
Other stockholders meetings may be held
when ordered by the Board of Directors.
or when requested by at least twenty fiv,
per cent of the outstanding capital stock.
Notice of all stockholders meetings. other
than adjourned meetings. shall be in the
prescribed for stockholders meet
ingS for the election of Directors unless
such notice is waived by unanimous con
sent.
ARTICLE XII.-This charter may be
amended. altered or changed at y special
meeting of the stockholders called for that
purpose. notice of which is to be given in
accordance with the provisions of this
the vote of two-thirds of all
the capital stock.
ARTICLE XIII.-One hundred shares
fully paid common stock shall he issued
to Charles BoisSet. subscriber hereto. in
consideration whereof the said Charles
delivers to the said corporation all his
right. title and interest in certain patents
for the manufacture of hydrO-transmiS-
sion devices. together with all improve
ments and bettermentS devised or Schemcd
by the said Charles BOiSset on said hydro
devices and the patents that
may hereafter he issued TO cover said i'm
provements. The said apearers being all
If the subscribers hereto and officers
hereof being by me. Notary, first duly
sworn. did depose and say that the prop
arty herein transferred TO this company
Dy the said Charles Bosset is well known
% them and that they and each of them
hereby fully appraise the same at the sum
IF ten thousand (S10OOO.O0) dollars.
ARTICLE XIV.-ThiS corporation may
10 dissolved by the vote of twO-thirdS of
III it's outstanding capital stock and upon
complying with the requirements of Sec
ion 2S of Act 267 Of the Louisiana Legis-
allure of 1914. and in the event of such
dissolution two hquidators shall be named
RS and authority-all in the manner and
is provided in said legislative act.