The herald., 1920-08-05

CLINIC, INCORPORATED.
State Of Louisiana. Parish of orIo,n.
( city Of New Orleans BE il known Thar
I on this 18th day of July. in the wear ,,t
our Lord, nineteen hundred and twenty
ana OF the Independence of the United
states OF America, the one hundred and
forty fifth before me. Warren V Miller
a Notary Public. in and for the Parish O
orleans Louisiana. and in the presence a.
IN" witnesses hereinafter named and uu-
derSlgned. personally came and appeared
the several persons whose names are here
matter subscribed. all of fun age. who dc.
clared unto me, Notary that ayaiIiur
| themselves OF the laws of the State of Lou
| isiana relative to the organization of cor
porationS. they do by these presents con
tract, agree, covenant. Stipulate and bind
themselves, as well as such persons a.
may hereafter become aSSociatpd win
them. To form and constitute a CORPORATION
aud body polite in law for the objects and
purposes and under the StipulationS here
matter set forth t0-wit:
ARTICLE THE name and title of
this corporation shall be southern RIA
dun Clinic, Incorporated" and under
such title ii shall have and enjoy success
sion and existence for a period of ninety
nine years from date hereof; the douiriIr
OF this corporation shall be in the City of
New Orleans state of Louisiana where
all citations and other legal process shall
be served upon til" the President or, in
his absence. upon the Vice President or
in the absence of both President and Vice
President, upon the Secretary.
ARTICLE 1.-THE capital stock of this
corporation is hereby fixed at the sum of
twenty thousand dollars $50. OOOOO) all
OF whcih shall be divided into and repre-
Sented by two hundred shares of the par
value of one hundred (SlOOD dollars each
Stock may be paid for in money, in Scry-
ices rendered to the corporation or in
property and good will regularly trans
ferred to the corporation. all as shall be
determined by the Board of Directors
ARTICLE llI.-The objects and Dur
poses of this corporation and for which IL
is organized are hereby declared to be:
TO purchase. sell, rent, lease or in any
other manner acquire. hold. use or ALLEVIATE
radium or any of its derivatives or COM
pounds in any and all of its or their
forms, and to use the same for treatment
of persons under competent licensed ply
sicians and for scientific and medical puF-
poses, for compensation or otherwise. and
in any manner the corporation shall de
eide, and for that end TO purchase, sell
rent. build or otherwise acquire hold, use
or ALLEVIATE any and all apparatus or APP
planes necessary or incidental TO the use
Of same. and in general to do any and all
acts pertinent or germane to the above
and foregoing purposes.
ARTICLE Iy-It is further part Of
mutual agreement under which the stock
holders herein have entered into this cor
poration and which is made a binding
covenant between them each coyenatinV
-
assigns. administrators, associates and
successors, that each and every stockhold-
cr before being allowed to make any sale
of stock owned by him in this CORPORA
ton to any person except one already 4
stakeholder of this corporation, he shall
offer same TO the stockholders then of rec
ord, at price not to exceed the value
thereof. as determined by the books of
this corporation. which said offer shall be
open for a period of fifteen days. each
stakeholder being permitted to purchase a
proportion of the stock so offered in ac-
COrdance with the amount of stock he
holds in this corporation. and in the event
that any stakeholder does not purchase his
prorata of the stock so offered for sale
then the balance of the stockholders so
desiring psay purchase prOrata of the
balance OF said stock in accordance with
the amount of stock they hold in this
corporation. 1t is understood that at the
expiration of twenty days, without the
stockholders purchasing said stock offered
for sale, the selling stakeholder is relieved
of all disability imposed upon him by this
article. This article cannot be amended
without unanimous consent of all stock
holders of record.
ARTICLE V.-The corporate powers of
this corporation shall be vested in n
Board of Directors, a majority Of whom |
shall constitute a quorum for the trans |
action of business. Absent directors may
proxy in writing to ahy other Director |
Tor that particular meeting. The first |
Board of Directors shall be elected at the |
first meeting of the stockholders held |
after passing of this charter, who shall |
elect from their number a President. |
Vice President and a Secretary Treasurer, |
md said Directors and officers shall serve /
rs such until the second Monday in Janu-
Try. 1922. or until their successors are
Elected and qualified. Meetings of the
for the election of Directors
hall be held yearly. on the second Mon
lay in January, beginning with the year
~. II
he right to elect without referring to a
stockholders meeting, any stakeholder a.
Director, whenever n vacancy shall exist
IN the Board Of Directors through dealt
'r resignation. The Board of Directors
nay, with the written consent of a major
ty of the Board. hold meetings elsewhere
within or without the State of Louisiana.
Vt any meeting of the stockholders called
or that purpose, the stockholders may
Without amendment TO this charter. change
he number Of the Board of Directors to |
my number not less than three. nor more
han nine. and may separate the office
secretary and Treasurer into two distinct |
md separate offices.
ARTICLE vI.-The corporate powers o
his corporation are expressed and set
orth by section seven ca of Act 267 of the
ear 1914. and shall be duly employed by
md through the Board of Directors. The |
luties of the several officers shall be set
orth in the bylaws, which will be adopt. |
d by the Board of Directors, and amend
ID or altered at their will; and they shall
lave the right to employ, under contract
n otherwise, General Manager, who may
'r may not be n member of the Board {
as said Board of Directors may
determine, and which said General Man
ger shall have such duties as the said
officers may delegate to him, and whose
shall be fixed by the Board
4 Directors.
ARTICLE Vino stakeholder of this
corporation shall ever be liable for any
lebt Of the corporation other than the un-
'aid portion of their subscription to
took, and no informality herein shall sub
ect them to such liability.
ARTICLE VIII.-Amendment of this
harter. or liquidation of the corporation,
hall be subject to the rules laid down In
Yet 267 Of the Louisiana Legislature OF
914
Thus done and signed on the day and
late first hereinabOve written. in the City
f New Orleans, in the presence of G. q.
perier, and A. Il. Davis, competent wit
esses, and me. Notary, after a due read
ng of the whole. the subscribers setting
pposite their names the amount of stock
hey subscribe for, making this an original
list.
(OriginaI signed) Thos. B. Sellers, TSOS
I'm St. New Orleans. 10 shares; Chas. III
'oss, 1900 Jeanette>St.. 10 shares; Arthur
zee Whitmire, $3.50 st. Charles Ave-. !
hares: Ii. W. +. Walther, Macheca Bldg,
shares; Ansel NJ Caine, 1910 Robert St,
shares.
witnesses: c. o. sperier, A. Il. Davis.
Signed) WARREN V MILLER
/, the undersigned Recorder of Mort
ages in and for the Parish of Orleans
tate of Louisiana. do hereby certify that
ne above and foregoing act of incorpOra- |
on of the Southern Radium Clinic, Inc.