The herald. [volume] (New Orleans, La.) 1905-1953, 1920-06-03
CHARTER.


machinery, tools, apparatus, appliances,
accessories and materials of any and all
kinds; to act as agents of Manufacturers
of any of the above described machinery
and materials; to hold. lease, own, Oper-
ate, and to acquire and dispose of shops
offices, repair plants, factories and ware
houses. in connection with the above de
Scribed business. To engage in foreign
and domestic commerce. aud to carry OH
the business of the corporation i'll the
United States and its territories and de
pendencieS, and i'll foreign countries. ia
conduct and carry on such other bust
neSSeS as may be found necessary or con
venient for properly calculating the
aforesaid purposes or enhancing the valu,
of the properties, rights and privileges of
the corporation.
! ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum OF
two hundred and fifty thousand $50
OOOOOD dollars, and shall h" divided into
and represented 10y two thousand and nNe
hundred t2.JOOl shares of the par value
of one hundred ($lOOOOD dollars each
Said stock shall be paid for in cash, or
its equivalent, as provided by law. and
in such manner and at such times ana III
such inStallmcntS as may be- prescribed
by the Board of Directors. This CorpOr-
alton shall become a going concern and
shall he authorized to commence business
when one hundred and twenty-five thous-
and (Sl2JOO0.OOD dollars of its capital
stock shall have been subscribed for, aS
provided 10y law, and when siNty-two
dollars of the capital stock shall i'll fact
have been paid for, either in cash or its
equivalent.
ARTICLE '. The capital stock Of this
corporation may he increased To the sum
of five hundred thousand (SJuO.OOO.OOD dol
lars Icy Il TWO thirds vote OF al the stock
present or represented at special meet
ing called for that purpose or AT i reg
ular annual meeting OF the corporation.
| ARTICLE NI.-AII certificates of stock
issued 10y the Company shall be- signed
lby the President or Vice, President and
counter signed by the Secretary Treas
urrr. The stock of this corporation can
he transferred only on the books of the
corporation and subject TO such rcgula-
tons and formalticS as may be 10y the
| Board of Directors from time to time pre-
Scribcd. No stakeholder shall be per
mittcd TO sell or otherwise dispose of the
stock without first Offering the same in
writing to the other stockholders, through
| the Board of Directors, at a price not ~
ceCdinC the book value thereof, and the
stockholders shall have option and
first right TO purchase all the shares of
stock TO be thus disposed of by sale or
by the death. resignation or otherwise OF
any of the stockholders of the corpora
ton. and shall have a period of ten days
in which to accept or decline such offer
of stock. Should the Board of Directors
or the stockholders decline to purchase
said stock. then the stakeholder or stock
holders who made the offer to sell or
Otherwise dispose of the stock. may sell
|
and AT any price that he or they may see
| fit But each share of stock il issued
under the condition and understanding
that no stakeholder shall make sale or
| transfer of his stock in violation of this
provision: and such sale or transfer, if
made. shall be void. and this Company
| shall b" under no obligation to list said
stock on its books or to regard the holder
of the certificate thereof.
| ARTICLE NII.-Thc corporate powers
| of this corporation shall be vested in and
exercised by Board of Directors COM
posed Of not less than three and not more
| than seven stockholders. majority of
Whom shall constitute a quorum for the
| transaction of business. The Directors of
| this corporation may vote in person or by
written proxy at any of the meetings of
| the Board of Directors, and the Board of
Directors may delegate any of its powers
| to any officer or officers or any other
representative of the Company by apprO-
PIRATE resolution to that effect. The first
| Board of Directors of this Company shall
be composed of the following: Edward
schwartz, Isaac Marx. Lester Seidenbach.
Edward Marx, AdOlph DiefenthaS with
Edward Schwartz President. Isaac Marx
Vice President; Lester Seidenbach. Secre-
tary Treasurer. And they shall serve I'M
til the third Wednesday in January. 1927.
or until their successors are elected and
qualified. The Directors shall be elected
annually by the stockholders at a meet.
ing held on the third Wednesday of Jan
uary in each year thereafter. Notice of
such meetings shall be given fifteen days
prior TO the date of the meeting, in writ
ing. and sent to each stakeholder at his
last known address. Each stakeholder
shall at such annual meeting or other
meeting. general or special, be entitled. in
person or by proxy. to one vote for each
share of stock owned by him. Elections
shall be held under such rules and regu-
lationS as may from time TO time be de-
termined by the Board of Directors. The
Directors. when elected. shall hold office
for one year, or until their successors shall
have been elected and qualified; and fail
ure to hold the annual meeting of stock
holders, or to elect annually the Directors
shall not operate the forfeiture of this
charter or any rights Hereunder. ANY
vacancy occurring in the Board of Direc-
tors may be filled by the Directors for the
| ARTICLE VIII-This charter or act of
| incorporation may be changed. modified
altered or amended by and with the con
| sent of twO-thirdS of all the stock present
at any meeting, general or special held
for that purpose; and such amendment
may be material or immaterial subject
only TO limitations as may be by law pro-
Nldedi and this corporation shall have the
power TO increase or decrease its capital
| stock as hereinbefOre set out and any in
crease in the capital stock in excess of
the amount named herein as the amount to
which IL may be increased may be made
| by three-fOurths vote of all outstanding
stock.
ARTICLE IX.-Notice of any and all
/ 10 III lnlS cnarter, or
required by law. shall be given in the
manner provided in giving notices in case
of elections, unless the same shall have
been waived. In case of dissolution, liqui-
datton or termination of this charter BY
limitation or otherwise the affairs of this
corporation shall be hquidated by one or
more nquidatOrs elected by the stockhOld-
ers. who may provide the number of said
lquldatorS and vest them with such au-
thOrity as may be by law be permitted. and
NIX the terms and conditions upon which
they shall serve and their compensation.
and provide that in case of disability of
any one of said liquidators the remaining
l1quidatOrs may fill the vacancy or CON
time to act on behalf of the corporation
ARTICLE Mo stakeholder OF this
corporation shall be liable or responsible
for any costs, contracts. debts or faults
of this company. or any of its officers. nor
shall any mere infOrmality in organization
have the effect of rendering this charter
null and void, or of exposing a stakeholder
TO any liability beyond the unpaid balance
due on the stock held by him.
ARTICLE NI.-The subscribers hereto
nave written opposite their names the
number of shares subscribed to by each
OF them, and their pOStOffice addresses so
that this charter may serve as the sub
scription list of the corporation: all of
which subscriptions are payable in the
manner and form set out herein.
ThuS done and passed in my office at
the city of New Orleans, Louisiana, on
the day, month and year herein first above
written, IN the presence of Ralph J.
SchwarZ and Paul f. Chasez. competent
witnesses who have hereunto signed these
presents with the said appearers and me
Notary. after dine rpadinO of ha whole