The herald., 1920-08-19
CHARTERS.

| the ownership Of all stock in this corpor-
alton are made and taken upon the con
dition that any holder of stock desiring e
sell the same, shall first offer his stock
to the corporation at his lowest price and
the corporation shall have thirty days il
which to exercise its option TO purcha Sc
the same. on its refusal to purchase tho
stockholders shall have ten days to oN
erciSe their option to purchase such stock
at said price; after the expiration OF suc
time the stockholders shall be free to make
any other sale of his stock.
ARTICLE N.-The dOmicile Of this cor
poration shall be in the City of New or
leans, La, whore all meetings of the stock
holders or directors must be- held urn
vided. that with the written consent OF
the directors, valid meetings Of the direc-
tors may be held outside Of the State. OF
within the state. elsewhere than at il,
dOmicile. Citation shall hc served upon
the President. or. in the absence or dis
ability of the latter. upon the Vice Presi
dent. and, in the absence or disability
the latter, upon the Secretary. and. in TIA,
absence or disability of the latter, upon
the Treasurer.
ARTICLE NI-hl the corporate powers
of this corporation shall be vested in and
exercised 10y Board of Directors. tire,
IN number, all of whom shall be StOckhOld
crs to be elected on the first Monday ,
March of each year, commencing with
first Monday of March. 1921. with the uu
derstanding that the first Board of hi
rectOrs selected 10y 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.
March. 1921, or until their successors haN
been elected and have qualified. After IA,
election of said Board Of Directors. bv III
holders of stock. rs herein provided Their.
shall he elected by said Directors from
their own number, the Officers of the cor
poration, which are as follows: LIST
President: 2nd, a Vice President. :;rd
Secretary: ith, Treasurer, any two
which offices may Ice combined in on,
person. The first Board of Directors am,
the officers of this corporation, shall
the following. and which said Board q.
Directors and Officers shall serve until IN.
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 ar.
set "n|O-irN their respective names .
CHARLES BOiSset. Lucicn Lavcndan. John
Darriherc. Rene LabHdie and J. l..
d 'Avricourt; with Charles Hoss"t. Prr>i
dent: John DarribeTe. Vice President and
Treasurer. and J. l.. X. d'Ayricourt. SEQ.
Rotary. The Board of Directors shall hav,
the right To fill all vacancies occurring ia
their number. whether resulting from
death. resignation or otherwise.
ARTICLE W.T. annual meeting of
the stock hoiicrs of this corporation for Ia,
election Of Directors shall he held on tn.
first Monday of March of each year. com
mcncing with the first Monday of March
1921 The election for said Directors shall
bee by ballot. and the majority in amount
of stock, voting. whether in person or by
they are cast; each share of stock voted
upon TO be counted but for one vote. Said
stock shall not be entitled to cumulative
voting. The Board of Directors shall give
at least fifteen days notice by mail
the 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
rectorS and officers then in office shall
hold over until their successors are chosen
and qualified. Said Board Is further an
thoriZcd to frame and adopt bylaws. rules
and regulations as the affairs and business
of the company may require. and it NAV
deem necessary for the conducting and
management thereof. provided. the same
does not conflict with this charter and the
laws of the State of Louisiana. and those
Of the United States of America: to name
and appoint managers. fix their Compen-
SatiOn and terms of employment. as well
as name and appoint agents and employees
as in its discretion may seem fit and
proper, as well as to fix the salaries ant
terms of employment of the officers, en-
plOyees, clerks and assistants
ARTICLE VIII-The Board of Directors
is specially vested with the power to ac-
Quire and purchase such property or bus
mess or good will, or all of these from
individuals, firms or other corporations
as said Board of Directors may deem ad-
yiSable and proper. and at such price and
on such terms as they deem best. and to
pay therefor in the capital stock of this
corporation or otherwise.
ARTICLE IX.-NO stakeholder shall ever
he held liable or responsible for the con
tracts faults or debts of this corporation
nor shall any mere infOrmality in its or
ganization have the effect of rendering
this charter null or of exposing its stock
balance on the stock owned by them.
ARTICLE N.-The names and postoffice
addresses of the subscribers to these ar
ticles of incorporation and the number of
shares of stock subscribed for by each
are as follows: Charles BoisSet. 22l3
Brainard Street. 100 shares; Lucien Lave
John Darribere. Sal Alexander Street. l
share: Rene Labadie, 10 Morgan Boulevard
share; J. l.. X. d'AvricOurt, Audubon
Building. | share.
ARTICLE XI-AH stockholders meet
ings, 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
per cent of the outstanding capital stock.
Notice of all stockholders meetings, other
than adjourned meetings, shall he in the
manner prescribed for stockholders meet
ings for the election of Directors. unless
such notice is waived by unanimous con
sent.
ARTICLE XII.-This charter may be
amended. altered or changed at a special
meeting of the stockholders called for that
purpose. notice of which is to be given in
charter-by the vote of twO-thirds of all
the capital stock.
ARTICLE XIII-One hundred shares
fully paid common stock shall be issued
to Charles BOisset, subscriber hereto. in
consideration whereof the said Charles
BOisset hereby sells assigns. sets over and
delivers to the said corporation all his
right, title and interest in certain patents
for the manufacture of hydro-transmis
sion devices, together with all improve
ments and betterments devised or schemed
by the said Charles BOisset on said hydro
transmission devices and the patents that
may hereafter he issued to cover said i'm
provements. The said apearers being all
of the subscribers hereto and officers
hereof, being by me-, Notary, first duly
erty herein transferred to this company
by the said Charles BOisset is well known
to them and that they and each of them
hereby fully appraise the same at the sum
of ten thousand (S1O.O00.OO) dollars.
ARTICLE XIV.-This corporation may
be dissolved by the vote of two thirds of
all it's outstanding capital stock and upon
complying with the requirements of Sec
tion 2S of Act 267 of the Louisiana Legis-
lature of 1914. and in the event of such
and appointed with all the necessary pow
ers and authOrity-all in the manner and
as provided in said legislative act.
Thus done and passed on the day and
date first above written, in the presence
of Messrs. F. W. Gaudin and T. Elliott.
both competent witnesses, domicilated in
the City of New Orleans, La who signed
these presents together with the parties
and me. Notary, after q due reading of the
whole. the parties hereto fixing opposite
their respective names their subscription to
the capital stock of this corporation. which
shall constitute the original subscription
list of stock in this corporation.
(Original signed) c. BOiSset, 100 shares