The herald., 1920-02-05
CHARTER.

or by-products: to acquire, build, own,
| lease and operate refineries of any and
all kinds, including the operation of plants
ana machinery for the manufacture and
sale of carbon. gasoline. kerosene. casing
head gas, or any other products or by
products which may be manufactured from
oil or gas OF other minerals; to purchase
ana sell oil, gas, or any and all kinds of
other minerals, mineral products, by
products, or any articles that may be man
ufactured from oil or gas or other miner
ais; to lay tracks and to operate railways
tramways, tramroads, etc, necessary to
carry on the business herein enumerated
and incidental to the developments herein
speclhed; to acquire, own. lease. suitcase
and operate commissaries, boarding
houses, TOoming houses, roOming places.
and TO that end to purchase and sell, lease
and suitcase or otherwise acquire and
ALLEVIATE any and all kinds of property, real
and personal; to act as agent on commits
sion for others in performing any of the
above named acts; to do and perform any
of the above named acts in the State of
Louisiana or any State in the United
States, the Federal Districts, Territories
or possessions of the United States and in
foreign countries. and generally 10 do and
perform any and every act necessary to
carry out the purposes herein provided for
or that max be incidental thereto.
ARTICLE III.-The authorized capital
stock of this corporation is hereby fXed
at twenty-five thousand dollars (S25. O0O).
divided into twenty-five hundred (2,500)
shares, at Il par value of ten dollars $50
per share, which shares when issued shall
be fully paid ard worcestershire. There
shall be not preferred stock, but all stock
shall be of the same class, equal in all
respects, including its voting power, each
stakeholder being entitled TO east. either
in person or by proxy, one vote for each
share OF stock owned by him. Said stock
may be paid for in cash, property trans
ferred to the corporation or services per
formed at a valuation to be approved by
lDlFgetOrS DOFn0rHti0n
shall be authorized to commence business
when nifty per cent Of its authorized cap
ital stock shall have been subscribed and
paid for. The authorized capital stock of
this corporation may be increased to two
hundred thousand dollars ($200000) by
complying with the law in such cases
made and provided.
ARTICLE IV.-The period of existence
liked ut ninety-nine (99) years from the
date of this act, unless sooner dissolved
under the provisions of this law.
ARTICLE V.--This corporation shall
have power TO contract, sue and be sued
to make and use a corporate seal and the
same TO break or alter at pleasure; to
hold, receive. purchase, lease suitcase, or
otherwise acquire; to sell, convey or other
wise dispose Of as well as to hypothecate
and mortgage under its corporate name.
any property, both real and personal: TO
name and appoint such officers and agents
as the business of this corporation may
;. n.
regulations for the government of the af-
fairs of said corporation and the same to
alter or change at will. to wind up and
dissolve itself, or to be wound up and
dissolved in the manner hereinafter pre-
scribed. To conduct business and main
tain offices in this State, other States, the
Federal Districts the Territories and pos
sessions of the United States, and in for
eign countries, by complying with the
laws thereof
ARTICLE vI.-The affairs Of this cor
poration shall be managed and controlled
by a Board of Directors. consisting of five
stockholders, three of whom shall consti-
tute quorum. Provided, that the num-
her of Directors of this corporation may
be increased TO seven with the same quail
ifications as the Directors herein provided
for. The Board of Directors of this cor
pOration shall have authority TO exercise
all the corporate powers of this corpora
ton. subject, however, to any restrictions
which may be stipulated in this charter:
cancies occurring by death. resignation or
otherwise to employ and discharge mt
pleasure any and all agents, managers
clerks or other employees necessary in
conducting the affairs of this corporation
and shall fix the salaries of all officers
and employees, with full power to increase
or diminish the same at its pleasure; and
may dispose of all the property of this
corporation whenever majority of the
stockholders shall approve such sale ut n
meeting of said stockholders legally called
for such purpose. All citations or legal
process shall be served on the President
of this corporation, or. in the event of his
absence, on the Vice President, or, in the
absence of both Of them, upon the Secre-
tary- Treasurer. The Board of Directors
shall elect annually from among them
selves President, a Vice President, Sec
rotary and Treasurer, which latter offices
may be combined and held by one and
holders shall constitute the first Board of
Directors and officers who shall hold their
Office until the second Monday in January,
1921, or until their successors are elected
President; Joseph f. Ebert, Vice Presi-
dent: William III. Howcott, Secretary
Treasurer; Peter X. Monrose, William A.
Brand, all residents Of the city of New
of the stockholders of this corporation
shall be held at the Office of this corpora
ton on the second Monday in January,
1921, at which time, and annually there
after, Board of Directors shall be elect
ed; provided. that with the written con-
sent of all the Directors valid meetings of
Directors may be held outside the State
or within the State elsewhere than at its
domicile. Notice of the holding of the an
nual stockholders meeting shall be given
according to law. The failure or omission
to hold the annual election of officers and
Directors of this corporation in the man
ner and at the time and place specified in
this charter shall in no manner suspend
or affect the business of this corporation,
but the corporate officers then in charge
shall hold office until their places are
filled by a new election to be provided for
by the Board of Directors, or until their
successors are elected and have qualified.
ARTICLE Vino transfer of stock
shall be binding upon this corporation I'M
less the same shall have been made upon
the application of the owner, or his au-
thorized agent. and is duly entered upon
the books of this corporation.
ARTICLE VIII.-This charter may be
amended and its capital stock increased
or decreased, or this corporation may be
dissolved, by complying with the pro-
visions of law in such cases made and
provided. Whenever this corporation Is
dissolved by limitation or otherwise, its
affairs shall be liquidated or settled by
one or more liquidators elected or appoint
ed by the stockholders at a meeting called
shall have power to perform such duties
and give such bond as the stockholders
may direct and require.
ARTICLE kit is hereby declared
that each member of the Board of Di-
rectors hereinabove named Is the owner
in his own name and right, fully paid
and unencumbered, of at least one share
of the capital stock of this corporation,
and hereafter each director elected shall
possess a like qualification.
ARTICLE X.-No stakeholder In this
the contracts or faults of this corporation
in any further sum than the unpaid bal
ance due the corporation on shares Of
stock owned by said stakeholder, except
in such cases where the law makes them
liable for violating certain provisions
thereof; nor shall any mere informaiity In
organization have the effect of rendering