The herald., 1920-05-13
CHARTER.

q lOOlS. apparatus, Appliances,
1 accessories and materials of any and all
kinds; to act as agents of manufacturers
OF any or the above described machinery
ana Materials to hold, lease, own, Opcr-
4 ate, ana TO acquire and dispose of shops,
offices. repair plants factories and ware
; houses. in connection with the above de
Scribed business. To en- gage in foreign
and domestic commerce, aud to carry on
IN" business of the corporation in the
, nited States and it, territories and de
, p"hd"ncleS. and in foreign countries. To
; conduct AMI carry on such other bust
heS>c> aS may be found necessary or con
, N"nIrnt Tor properly cffrctuatin" the
aforesaid purposes or enhancing the valu"
Of TIA" properties. rights aud privileges OF
the corporation.
ARTICLE IN.-Thr capital stock of this
corporation Is hereby fiAcd at the sum Of
two hundred ana fifty thousand $3.50.
W"Wp dollars, and shall h" divided into
land represented by two thousand and five
hundred t2.JOhl shares of the par value
OF on" hundred tSlOO.ODD dollars each
Said stock shall be paid for in cash. or
its equivalent. as provided by law aud
in such manner and at such times and in
such in>tallmcntS aS may be prescribed
by the Board OF Directors. This cOrpur-
dt"I >haiI become going concern and
shall u" authorized 10 commence business
when one hundred and twenty five thOus-
ana t>lG"VoOOOD dollars of it, capital
stock shall hay" been subscribed for. a.
provided 10y law. and when siNty-twO
thousand and five hundred CS62 300 pO
dollars Of the capital stock shall in fact
have been paid for either in cash or its
| equivalent.
ARTICLE v-Thc capital stock of this
corporation may hr increased to the sum
of i've hundred thousand $500 900 OOD dol
iir> 10y tW0-thirdN vote of all the stock
present or represented at "A special meet
| ing called for that purpose. or al 4 reg
| uldr annual meeting OF the corporation
! ARTICLE NI.-All certificates of stock
issued ny tht company shall hr signed
by the President or Vice President and
counter signed by the Secretary Treas
ur"r- The stock OF this corporation can
u" transferred only ON the books Of the
corporation and subject to such rpguIa-
mons ana ,"rmaIiti"S is may be by the
Board of Directors from time to time pre-
S"ribed. No stakeholder shall be per
United to sell or otherwise di~poSp of IN,
stock without first Offering the same in
writing 10 tn" other stockholders through
III" Board of Directors at "A price not eX-
't"dinE the book value thereof and the |
>to'hh0ldeTS shall have an option and
first right 10 purchase all the shares of |
>tork 10 be thus disposed of by sale or 1
by IN" death. resignation or otherwise of |
any oi the stockholders of the corpora
iloh' ana snail have a period of ten daVS
IN which to accept or decline such offer
81 stock. should the Board of Directors
or the stockholders decline to purchase
Sald stock. then the stakeholder or stock
holders who made the offer to sell or
oiherwlSe dispose OF the stock. may sell
or otherwise dispose of il in any manner
ana al any price that he or they may see
under the condition and understanding
mat no StockhOld"r shall make a sale or |
transfer OF his stock in violation of this
provision: and such sale or transfer ~
made. shall be void and mis- Comn,n,
shall b" under no obligation To list said
stock on its books or to regard the holder
Of the certificate thereof
ARTICLE VI-Thr rorporat. nowars
Of this corporation shall be- vested in and !
exercised by Board of Directors com |
posed of not less than three and not more :
lhhh seven stockholders. majority of
whom shall constitute quorum FOR the q
transaction OF business. The Directors of | I
lhlS corporation may vote in person or hv I
NrltIth PROXY AT any Of the meetings of :
hir,I n"Iru Oh lir+ctorS' aud the Board of |
directors may delegate any of its powers I
20 any officer or officers or any other r
of the Company bv anna a
rrlats resolution to that effect. The frSt II
'"arh OF directors Of this Company shall II
!e composed of the following: Edward :
schwartz. Isaac Marx. Lester Scidpubarh :,
:dWhrd MarN. Adolph Diefentha> with /
Edward Schwartz. President. Is,,, Mr.
wee President Lester Seidenbach Serre >
airy. Treasurer And they shall serve nm
II the third Wednesday in January. 1921
u uHtll thnir successors are elected and
lualtled. Tn" Directors shall be- elected Z
by the stockholders ut a meet I
hH hcid on III" third Wednesday of Jan
lary IN each year thereafter. Notice of 4
uch meetings shall b" given fifteen DAYS -.
'rlor 10 the date of the meeting. in writ b
ne ana sent To each stakeholder at his q
aSi known address. Each stockhoIdrr r
nan at such annual meeting or other n
Meeting. general or special, be entitled i'm :,
'trSon or by proxy to one vote for zach | -
mare OF stock owned by him EJprtinps | =
NAH b" held under such rules and regu n
itlon> a. may from time IN time H.. a, | "
"rmined by the Board of Directors Tbo "
directors. when elected. shall hold office -
VI one year, or until their successors shall ~
ave oe'h elected and qualified: and fail II
re TO hold the annual meeting of stock n
OiderS. or TO elect annually tho Directors ! cl
haIl not operate the forfeiture of tbiS ri
harter or any rights Hereunder Any 1
acahcy occurring in the Board of Direc u
prs may he filled by the Directors for the OF
eNpired term Wv ri
ARTICLE yIII.-This charter or act Of m
corporation may be changed. modified. b.
Tered or amended by and with the con
rht OF twO-thirds of all the stock present =,
any meeting, general or special held -
Or that purpose: and such amendment
ldN be material or immatPriaI Subinrt | .
My to limitations as NAV he nv Law Hro 1t
lueh ana TINS corporation shall have the a.
over 10 increase or decrease its caDitaI | Wv
ock as hereinbefore set out and any in 80
reaSe IN the capital stock in excess of | Va
10 amount named herein as the amount 10 | "a
men 1t may be increased may be made ga
q threefourthS vote of all outstanding
ARTICLE IN.-Notice of any and all lei
eetlhgS referred TO in this charter or
'qulred by law. shall be given in rho of
Amer provided in giving notices in case ye
zen waived In case of dissolution Ii0ui- to
mon or termination of this charter. by an
IMITATION or otherwise. the affairs of This of
'rporauon shall be liguidated by one ar fir
ore nquidatorS elected by the StOckboId ell,
;, VINO may provide the number of said 1t
IuiiatOrS ana vest them with sucb an | le,
orlty as may be by law he permitted. and III
the terms and conditions upOn which | X,
=! snail serve and their COMPENSATION | H.
III provide that in case of disability of | Ga
" one OF said HquidatorS the remaining
luldatOrS may till the vacancy or con | g.
lue TO act on behalf of the corno-otion ~,
ARTICLE Mo StOckhOldpr of tbiS 81
rporation shall be liable or respOnsihIe VI
any costs contracts. debts or faults ao,
TINS company. or any of its officers nor -,
All any mere infOrmality in Organization To-
We the effect of rendering this charter ~,
IL ana void, or of exposing a StockboIde- :
any liability beyond the unpaid balance no.
. on the stock held by him. TN
NRTlClE NI.-The Subscribers hereto
W. written opposite their names the :
inner or shares subscribed to by each Shs
mem: and their pOStOffcp addresses. so j
~ .hlS chartcr may serve as the sinh | (4O
~ uSt OF the corporations: all of '
Ich SUBSCRIPTIONS are payable in the fift
inner ana form set out herein
Thus done and passed in NV office q, Wa
City of New Orleans, LOnisiana On s
day, month and year herein first above lot
itten, in the presence of RaInb T |
lWarz and Paul F.. ChaSez cOmnetent
thesseS who have hereunto signed those \
SCENTS with the said aDpeareTs and mo =
tary. after due reading of the whole a.,
Witnesses: Ralph J. Schwarz. Paul r M
aSeZ ="