The herald., 1920-07-29
CHARTERS.

! corporation shall be a going concern and
authorized to do business as soon fit!
| (JO) per cent OF its authorized capital shall
be subscribed for, and at least fifty 4.
per cent OF all stock subscribed for shall
be paid for. Stock of this company shall
only be issued for cash. or for services
rendered, merchandise, property or other
valuable considerations. pnuriug TO This
corporation. according 10 the exclusive.
Judgment and findings of the BOARD ,
Directors thereof.
ARTICLE IV.-Thc subscription for and
the ownership of all stock ia This corpnr.
alton are made and taken upon the con
ditiOn that any holder of stock desiring {.
sell the same. shall first offer his >turr
TO the corporation at his lowest price an,
the corporation shall have thirty days il
which 10 exercise its option TO purchg.,.
the same CA It, refusal t" purchase Ia,
stockholders shall have ten DAYS to ,.>
ercI>c their option to purchase such stock
NJ said price. after the expiration of sue.
time the stockholders shall he free TO max,
any other sale Of his stock
ARTICLE V-Tho domiriI. of tbf. .nr
poratiOn shall Ice in the CITY OF New or
leans. La. where all meetings OF the stock
holders or directors must Ice held Ira
Nldcd, that with the written consent of
the directors. valid meetings OF the. dire.
tors may be held outside of the State o..
within the State. elsewhere than at IL
d"mIrilc. Citation shall be served upnr
the President. or. in tn" absence or dis
ability of the latter. upon the Vice Prr~i
dent. and. in the absence or disability ,
the latter upon the Secretary. and i'm m
ah>"nre or disability OF the latter. upon
the Treasurer.
ARTICLE EI-Al the rorporgt,. u,yy.r,
of this corporation shall hr vested ia and
exercised by a Board Of Directors. tire.
ia number. all OF whom shall be- >tuckhuiu
crS TO hc elected Oh the first Monday
March of each year. commencing wit.
first Monday of March. 1921. with the mn
dCrStanding that the first Board of III
rectors selected by the stockholders, aud
named i'm this charter. a. well as the first
SET OF Officers. rs hereinafter named. ShHI
hold office until tie first Monday a.
March, 1927, or until their successors HAY
been elected and have qualified. After IA,
election of said Board of Directors. Ly H.
holders Of stock. as herein provided. Their,
shall bc elected 10y said Directors from
their own number. the Officers of the cor.
pOratiOu. which are as follows. Isl
President. End, a Vice President. %rd
Secretary. ith. 4 Treasurer any two
which offices may Ice combined in on,
person. The first Board of Directors. au,
the officers Of this corporation. shall
the following, aud which said Hoard g.
Directors and Officers shall serve until IN.
election to Toe held on the first Monday o.
March. 1921. or until their Successors ar,
elected. chosen and qualified. The I'D
dresses Of said Directors and Officers ar,
set opposite their respective names
Charles BOsSet. Luri"n Lavcndan. John
parriherc. Rene Labadie and j. l.. X
d'Avricourt, with Charles Boi>Sot. Pre>i-
dent. John Darribcre Vice President aud
Treasurer. and j. l.. X. d'Ayricourt SEQ
rotary. The Board of Directors shall HAY,
the right To fill all vacancies occurring il
their number. whether resulting from
death. resignation or otherwise.
ARTICLE NII.-The annual meeting of
the stockholders of this corporation for IA.
election of Directors shall he held on IN,
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 tn" majority in amount
Of stock. voting. whether in person or by
proxy. shall elect the person for whom
they are east: each share of stock yotrc
upon To- lac counted but for one vote. Sal,
stock shall not be entitled 10 cumulativ,
voting. The Board of Directors shall give
At least fifteen days notice by mail O
III" election of said Directors. and shall
appoint one or more stockholders to pre-
side at such election. ANY failure from
any cause whatsoever to elect Directors
on the day named for that purpose shall
not dissolve this corporation. but the hi
r"CtorS and Officers then in office shall
hold over until their successors are chosen
and qualified. Said Board is further au
thoriZed TO frame and adopt bylaws. rule,
and regulations as the affairs and business
o, or the COMPANY may require. and it mal
management thereof. provided the same
does not conflict with this charter and tn,
laws of the State of Louisiana. and those
of the United States of America. to name
and appoint managers. fix their cumpen-
SatiOn and terms of employment. rs well
as name and appoint agents and employees
as in its discretion may seem fit and
proper, as well as to fix the salaries an,
terms of employment of the officers, en-
plOyees. clerks and assistants.
ARTICLE NIII.-The Board of Directors
is specially vested with the power 30 ac-
quire and purchase such property or bus
mess or good Will, or all of these from
firms or other corporations
as said Board of Directors may deem ad-
viSable and proper. and at such price and
on such terms as they deem best, and to
pay therefor in the capital stock of this
or otherwise.
ARTICLE IX.-No stakeholder shall ever
be held liable or responsible for the con
tracts, faults or debts of this corporation.
nor shall any mere informally in its or
have the effect of rendering
This charter null or Of exposing its stock
holders TO any liability beyond the unpaid
balance on the stock owned by them.
ARTICLE X.-The names and pOstOffice
addresses of the subscribers to these ar
ticles of incorporation andsthe number of
shares OF stock subscribed for by each.
are as follows: Charles BoisSet. 22l3
Brainard Street, 100 shares: Lucien Lave
Ian, 80 North Solomon Street. l share
share: Rene Labadie. 10 Morgan Boulevard
share: J. l.. X. d'AvricOurt, Audubon
share.
ARTICLE XI.-An stockholders meet
ngs. for the election of Directors as above
stated. shall be held after fifteen days
written notice mailed to each stakeholder
other stockholders meetings NAV be held
when ordered by the Board of Directors. |
Or when requested by at least twenty five
Der cent of the outstanding capital stock !
Notice of all stockholders meetings other
han adjourned meetings. shall be in the |
manner prescribed for stockholders meet |
ngs for the election of Directors unless |
such notice is waived by unanimous con
sent.
ARTICLE XII.-This charter NAV be |
'mended altered or changed at a special |
Meeting of the stockholders called for that |
purpose, notice of which is to be given in |
accordance with the provisions OF this |
the vote Of twO-thirds of all |
he capital stock
ARTICLE XIII-One hundred shares |
ully paid common stock shall be issued |
consideration whereof the said Charles |
3Oisset hereby sells assigns, sets over and |
ieliverS to the said corporation all his |
light, title and interest in certain patents |
or the manufacture of hydrO-transmis- |
ion devices. together with all improve
nentS and betterments devised or schemed |
~ the said Charles BOisset on said hydro !
devices and the patents that |
nay hereafter he issued to cover said i'm |
'rOvements. The said apearerS being all |
# the subscribers hereto and officers |
lereOf. being by me- Notary. first duly |
worn. did deposP and say that the prop
rty herein transferred 70 this company
~ the said Charles BoiSset is well known
o them and that they and each of them
ereby fully appraise the same at the sum
f ten thousand (S10O00.00) dollars
ARTICLE XIV.-ThiS corporation may
70 dissolved by the vote of twO-thirds of
II its outstanding capital stock and upon
Omplying with the requirements of Sec |
ion % of Act 267 of the Louisiana Legis-
lture of 1914. and in the event of such
iSSOlution two liquidatOrS shall be named
nd appointed with all the necessary pow
RS and authority-all in the manner and