The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-06
CHARTER.

ARTICLE UI-The objects and pur-
poses for which this corporation Is or
ganiZcd and created. and tn" nItur" ~
the business to Ice carried on 10y II. are
declared to br as follows: 10 buE' S'lI'
manufacture. exchange. repair ana DINER
wise deal in or handle. To export or I'M
port mill supplies and equipment, mn
machinery tools. apparatus. appliances
accessories aud materials of any anu ali
kinds: to act ~ agents of manufacturers
of any of the abov" described machinery
and materials. to hold. lease. own. Ol"T-
ate and TO acquir" and dispose ot shops
Offices repair plants, factories and ware
houses i'm connect ion with the above de
.rrihrd business TO gage in foreign
ami domestic commerce. aud to carry on
the business Of the corporation IN IN"
United States and i'll territories and d.
lpcudrnCirS. aud in foreign countries. To
conduct and carry On such other bust
urS>pS rs may be found necessary or con
vcHient for properly circulating ia"
aforesaid purposes or enhancing tn" vain"
of the properties. rights and privileges of
the corporation.
AETICLE " The capital stock of this
corporation il hereby hN"d al the sum Of
two hundred and fifty thousand 900
WDtIUl dollars. and shall h" divided INTO
ana represented by Two thousand aud live
hundred g. 500 shares of the par Nalu"
of one hundred (SluoOO dollars each.
Said stock shall he paid for in cash. or
its equivalent. a. provided by law, ana
in such manner AMI al such times and in
such inStallm"nt> ~ may he prescribed
by the BOARD Of Directors. This "0rp"r-
alton shall become "a going concern ana
| shall be- authorized To COmmcnC" business
| " her one hundred and twenty fiy" thOuS-
| ami (Sl2J.OOOOOl dollars OF it, capital
| stock shall hay" been subscribed for, a.
| provided 10y law, aud when siAty-two
! thousand and five hundred tSG2.JOO.uOD
dollars of the capital stock shall in fact
have been paid for. either ia cash or lis
| equivalent.
ARTICLE V.-The capital stock of this
| corporation may b" Increased to the sum
| OF fyp hundred thousand tSIOO.OOOOOD dol
| lars by Il two-third> vote of all the stock
present or represented at = special meet
ing called for that purpose. or al L reg
| ular annual meeting Of III" corporation.
! ARTICLE NI.-All certificates of stock
| issued by the Company shall br signed
| by the President or Vice President and
counter signed 10y tn" Secretary Treas
urcr. The stock of this corporation can
| be- transferred only on the books Of the
corporation and subject to such r"gula
| tons and fOrmHlitir> may he 10y th'
Board of Directors from time to tim" PR"
| >Cribpd. No >tOCkhuldrT shall be per
mittrd to sell or Otherwi>" di>po>" OF th'
stock without first Offering the same il
| writing to the other stockholders. through
| IN" Board of Directors, AT price not "\
Icecding the book value thereof, and the
! stockholders shall have an option AN,
first right to purchase all the shares o
stock 10 he thus disposed OF by sale o.
| n. -
any of the stockholders of tn" corpora
ton. and shall have a period of ten day
in which to accept or decline such ole
of stock. Should the Board of Director
or the stockholders decline TO purcha>
said stock then the stakeholder or stock
holders who made the offer to sell -
otherwise dispose of IN" stock. may sci
or otherwise dispose of il in any MANN"
and at any price that he or they may Sc
fit. But each share of stock il iSsue'
under the condition and understanding
that no stakeholder shall make Il sale %
transfer of his >tOrk in violation of thi
provision; and such sale or transfer,
made. shall be void. and this COmpan.
shall b" under no obligation To list salt
stock on its books or to regard the hOlde
of the certificate thereof
| ARTICLE NII-Thr corporate power
Of this corporation shall be- vested in an
exercised by a BOARD of Directors com
posed of not less than three and not NOR
than seven stockholders. Il majority o
whom shall constitute "A quorum for tn
transaction of business. tn" Directors q
this corporation may vote in person or b.
written proxy at any Of the meetings q
the Board of Directors. and the Board o
Directors may delegate any of its power
to any officer or officers or any Othe
representative of the Company by apprO
pirate resolution to that effect. The hrs
Board of Directors of this Company sha
he composed of the following: Edwar
Schwartz. Isaac Marx. Lester Seidenbacf
Edward Marx. AdOlph DefenthaI wit
Edward Schwartz. President: Isaac MARI
Vice President; Lester Seidenbach, Secre
tary Treasurer. And they shall serve un
til the third Wednesday in January. 1872
or until their successors are elected an
qualified. The Directors shall be- electe
annually by the stockholders at a meet
ing held on the third Wednesday of Jan
uary in each year thereafter. Notice Q
such meetings shall he given fifteen day
prior to the date of the meeting. in writ
ing. and sent to each stakeholder AT hi
last known address. Each Stockholde
shall at such annual meeting or Othe
, meeting. general or special, be entitled,
person or by proxy. to one vote for eac
, share of stock owned by him. Election
shall be held under such rules and regu
, lationS as may from time 70 time be d,
> termined by the Board of Directors. Tt
Directors when elected. shall hold Off,
, for one year, or until their successors sha
: have been elected and qualified: and fai
ure TO hold the annual meeting of stool
p holders. or to elect annually the Director
p shall not operate the forfeiture of tn
r charter or any rights Hereunder. An
5 vacancy occurring in the Board of Dire
tors may be filled by the Directors for Il
o uneXpirpd term.
ARTICLE VIII-This charter or act
incorporation may he changed. mOditie
altered or amended by and with the col
o sent of twO-thirdS of all the stock preSel
, lat any meeting. general or special. he
, for that purpose; and such amendme
may be material or immaterial, subje
only 10 LIMITATIONS as may De ny law pr
yided and this corporation shall have Il
power to increase or decrease its capt.
stock as hereinbefOre set out. and any Il
:. crease in the capital stock in excess
= the amount named herein as the amount
which it may be increased may be mat
:. by three-fOurthS vote of all Outstandir
! stock.
ARTICLE IX-Noticp of any and
meetings referred to in this charter.
required by law. shall be given in Il
= manner provided in giving notices in "a
% of elections, unless the same shall ha
I been waived. In case of dissolution. liqU
l. datiOn or termination of this charter.
e limitation or otherwise the affairs of til
y corporation shall be iquidated by one
y more liquidatOrS elected by the stOckhOl
erS. who may provide the number of sa
lquidatOrS and vest them with such n
thOrity as may be by law be permitted. nj
fix the terms and conditions upon viii
they shall serve and their compensate
H. and provide that in case of disability
any one of said liquidators the remainil
liquidatOrS may fill the vacancy or GO
time to act on behalf of the corporate
ARTICLE Mo stakeholder OF Il