The herald., 1920-08-12
CHARTERS.


dition that any holder of stock desiring tI
sell the same, shall first offer his stock
to the corporation at his lowest price. and
the CORPORATION shall have thirty days II
which to exercise it's option to purchase
the same On its refusal to purchase the
stockholders shall have ten days to cN
ercise their option to purchase such stock
at said price; after the expiration of suGl
time the stockholders shall be free TO make
any other sale of his stock.
ARTICLE V.--The domicile of this cor
poration shall be in the City of New or
leans. La, where all meetings of the stock
holders or directors must be held. pro.
vided. that with the written consent of
the directors, valid meetings OF the dlrec-
tors may be held outside of the State. OF
within the State. elsewhere than at it, |
dOmicile. Citation shall be served upon |
the President, or. in the absence or dis
ability of the latter, upon the vice PrcSi- |
dent. and, in the absence or disability |
the latter, upon the Secretary. and, in tn, |
absence or disability of the latter, upoi |
the Treasurer.
ARTICLE VI-An the corporate powers !
of this corpOratian shall be vested in and
exercised by a Board Of Directors. three
in number, all of whom shall he stOckhOld-
prs to be elected on the first Monday
March of each year, commencing with
first Monday of March. 1921, with the uu-
Outstanding that the first Board of III
/ rectors selected by the stockholders, and
named in this charter. as well as the first
| set of Officers. as hereinafter named, shall!
| hold office until the first Monday A"
| n,
been elected and have qualified. After tn
| election Of said Board Of Directors. by III
| holders of stock, as herein provided. there
| shall be elected by said Directors from
| their own number, the officers Of the cor
| pOration, which are as follows: Isl. B
| President: 2nd, Vice President; 3rd.
Secretary; 4th, Treasurer, any two
which offices may be combined in on'
person. The first Board of Directors. and
the officers of this corporation, Shal,
the following. and which said Board OF
I nff l,nIl m
election to be held on the first Monday Of
| March. 1921. or until their successors ar"
elected. chosen and qualified. The ad-
. dresses of said Directors and Officers arr
set opposite their respective names:
Charles BOisSet. Lucien Lavcndan. John
Darribere, Rene Labadie and }. J.. ~
d'Avricourt; with Charles BoiSs"t, PreSi =
dent; John Darribere. Vice President and
Treasurer and J. l.. X. d'Avricourt Sec
rotary. The Board of Directors shall have
the right to fill all vacancies occurring in
their number. whether resulting from
. death. resignation or otherwise.
ARTICLE VII.-The annual meeting of
the stockholders Of this corporation for thu
election of Directors shall be held on the
, first Monday of March of each year. com
mencing with the first Monday of March.
1921 The election for said Directors shall
be by ballot. and the majority IN amour,
of stock voting. whether in person or 10y
2 PROXY shall elect the person for whom
they are cast: each share of stock voted
\ upon to be counted but for one vote. Sai'
: voting. The Board Of Directors shall give
= at least fifteen days notice by mani Z"
y the election of said Directors. ana shal
appoint one or more stockholders to pre-
: | side at such election. Any failure from
auy cause whatsoever to elect birect"r'
T. on the day named for that purpose shai
= | not dissolve this corporation, but the ~
j | rcctOrS and officers then in office shat
hold over until their successors are Cho>rI
4 and qualified. Said Board is further au
n thoriZcd to frame and adopt bylaws. rui"
] and r.tr l.tf1
I | of the company may require, ana II ma
= deem necessary for the conducting AM
\ management thereof. provided. the sam
- does not conflict with this charter and tn
u laws of the State of Louisiana, and tho>
~ of the United States Of America, 10 nam
: and anpoiut managers. fix their Compcn
!, SatiOn and terms of employment As We
= as name and appoint agents ana enlpioN'"
~ rs in its discretion may seem mt an
~ proper. as well as to fix the salaries an
: terms of employment Of the Officers, en-
: pIoyccS. clerks and assistants.
IN ARTICLE NIII.-Thc Board Of Director
N is specially vested with the power to az
i quire and purchase such property or nu'
a, mess or good will. or all of these. froi
!, individuals. firms or other corporation
AZ aS said Board of Directors may deem a'
81 viSable and proper. and at suCh price an
~ on such terms as they deem best, and
ir pay therefor in the capital stock OF tn
p corporation or otherwise.
m ARTICLE IN-NO stakeholder shall eve
!, he held liable or responsible for the cor
y, tracts faults or debts of this COrporailo
no nor shall any mere infOrmality in its o
ganization have the effect of renderlI
70 fhiS charter null or Of exposing its stOcl
~ holders to any liability beyond the unpa
- balance on the stock owned by them 49,
so ARTICLE N.-The names and postotfl
80 | addresses of the subscribers to these a
;. ticIps of incorporation and the number
'" shares of stock subscribed for by eac
n, are as follows: Charles BoisSet, =
a. | Brainard Street, 100 shares: Lucien Law
u h dan. $40 North Solomon street, shar
n John parribere, Sal Alexander Street.
a. share: Rene Labade. 10 Morgan Boulevar
~ III l share; J. l.. X. d'Avricourt, Audible
20 ARTICLE XI.-An stockholders NEE
ings for the election of Directors as apo
stated. shall be held after fifteen DAY
written notice mailed to each stockhoid'
Other stockholders meetings may be ~
when ordered by the Board of Directo
or when requested by at least tWenty-tl
ri per cent of the outstanding capital stOt
ms, Notice of all stockholders meetings. 0th
lab than adjourned meetings, shall he in I
ra- manner prescribed for stockholders met
In ings for the election of Directors. unl'
III such notice is waived by unanimous CO
CIV sent.
!. amended. altered or changed at spec
meeting of the stockholders called for Il
:. rurpoSe. notice of which is to be given
accordance with the provisions of q
- charter-by the vote of two-thirds OF
Article XIII.-One hundred sha
fully paid common stock shall he issC
TO Charles BOlSSeI, SUBSTITUTE
consideration whereof the said Char
ou- Boisset hereby sells assigns. sets over
Or delivers 10 the Sdlu COiPOih,lo!l 90
his right title and interest in certain pate
Of | for the manufacture of hydro-transn
ono sion devices. together with all impro
of mentS and bettermentS devised or semen
of by the said Charles BoiSset on sara ny q
rtb Transmission devices and the patents &
a may hereafter he issued to cover Sald
and prOvements The said apearers being
,ar | of the subscribers hereto and offlc
in hereof, being by me. Notary, first q
flor | sworn did depOse and say that the pr
,rna erty herein transferred to this comp;
mos by the said Charles BOisset is wei kno
rcd TO them and that they and each OF IN
a. hereby fully appraise the same at the
Of of ten thousand $50 OO000) dollars.
,,oS ARTICLE XIV.-This corporation u
cor be dissolved by the vote of two-thirds
sgas all it's outstanding capital stock ana u
,icb complying with the requirements OF ;
tion 2S of Act 267 of the Louisiana Lei
COR lature of 1914. and in she event OF S
ans dissolution two liquidators shall he mar
nm and appointed with all the necessary p
nave ers and authority,all in the manner ma
ifnu Thus done and passed on the DAY
date date first above written. in the pre res,
20 OF Nessrs F. W. Gaudin and T.; Ell
20 | both competent witnesses, domiclliateu
!. 70 the CITY of New Orleans, La, who sig
,oId these presents together with the par
and me- Notary, after due reading OF
,rty whole, the parties hereto liking oppo
ego their respective names their suDscrip' IL,
noes the capital stock of this corporation, WI
nan shall constitute the original subscrlp
! its list of stock in this corporation.
re (Original signed) c. Bofsset, lO sna
e IN J.ucien Layedan. ] share; j. Il. n. a
such court, / share; John Darribere, 1 sh