The herald. [volume] (New Orleans, La.) 1905-1953, 1920-10-21
CHARTER.

us,. and operation hy means of any motive
power Whatsoever. and 10 operate. Use. sell
l"H>" ana hire the same. To apply FOR oC
purchase and in any other manner 70 ay-
qulr" and 10 sell. assign and otherwise dis
pose of. deal in and Use patents. patent
rights. privileges licenses trade marks.
trade names. devices and improved or So.
crct processes Of every sort and description
necessary and Incidental To those purposes
and also 10 carrying on general manu-
featuring wholesale and retail mcrchan-
dis" and machinery business. And par
tirularly to purchase. or in any other
manner acquire. in and for the United
States. its territories and Dependencies
and in and for all foreign countries. all
rights and interests in and 10 certain
patent and or improvement on packer
for stock feed known as the Samuel g.
FRAUD Stock Feed Packing Machine. ap-
plicatiOn filed in the United States Patent
patented March II. 1919 No. 29TO77. a.
HpprLrS from the records of the United
States Patent office. and upon acquisition
OF said patent rights to Manufacture. sell
or in any manner dispose uf. machines
manufactured under said patent. To hold.
lease or uprrat" and to acquire and dispOS"
of shops. offices. repair plants. factories
and warch OuS"S in connection with the
ahoy" described business And further to
engage in foreign and domestic commerce
and 10 carry on the business Of the COrpOr-
alton in m" United States and its terri
tories ana dependencies and in foreign
countries aud TO conduct and carry on
such other businesses a may be- found
necessary or convenient for properly Of
fDDtUltIug the aforesaid businesses or on
haurinc the value Of the properties. rights
and privileges of the corporation.
ARTICLE IN.-SectiOn ! Tn" capital
stock of this corporation Is hereby fixed
30 the sum Of 81 600 90. divided iniu and
represented 10y 30 shares OF the par valu"
OF $4,000 each. said stock shall he issued
in two classes. the first TO b" known a>
class a" stock and the second to be
known as Class Il" stock.
section >. The amount Of Class a
stock + fixed II the sum Of SIP 800 90 di-
yided into and represented by - shares
IF the Har value Of $1,000 each. Said
stock shall have the priyileg" Of "lecting
TWO and only two Directors of TIA" corpOr-
alton. and no distribution or division Of
thereof in any form the right TO elect
more than two Directors of the corpora
ton.
Section ,. The amount Of Glass r.
stock i fixed at the sum Of S12jOO.O0. di-
Nided into and represented by l25 shares
If the par value Of $4,000 each. Said
stock shall hav" the privilege Of electiug
two and only two Directors of the corpOr-
alton and no distribution or division Of
said stock shall create in the holders ther"-
of in any form the right to elect more than
two Directors of the corporation.
Section I: 1t is the intention and pur-
pose Of Sections and 5 of this Article to
place in the holders of Class "A" stock
m" right without interference from hold
crs OF Class "B" stock To elect two and
OUiy two Directors OF the corporation. and
to place in the holders Of Class IL" stock
the right, without any interference. from
the holders of Glass a" stock. to elect
two and only two Directors of the cor
poration.
Section ,: Said stock shall be paid for
in cash or its equivalent, as provided by
and in such installments as may be pre-
>cribcd by the Board of Directors.
Section 6 This corporation shall be
come n going concern and shall be author
lied to commence business when Sl2.5OOOO
of its capital stock shall have been sub
Scrihed aud when $4,000 Of its capital
stock shall have been paid for as provided
by law.
ARTICLE v.-The capital stock of this
corporation may be increased to the sum
of SlOO,OOO0O by a twO-thirdS vote of all
the stock present or represented at a spe-
Cial meeting called for that purpose or at
e regular annual meeting Of the corpora
tiOn.
ARTICLE VI.-An certificates of stock
issued by the Company shall be signed by
the President (Or. in his absence or in
ability to act, by the Vice preSidpnt) and
by the Secretary Treasurer.
The capital stock of this corporation is
issued. received and held under the ire
into for the mutual protection and ad-
and as a condition of this char
ter. that no stock shall he sold or trans
ferred without first offering the same 70
the stockholders of record. who shall have
the first right to purchase same at the
price demanded by the owners. or mt the
price of any bona fide offer thereof. but
should the parties be unable to agree upon
the price. then the said stockholders shall
have the absolute first right to buy the
same for cash at the book value thereof
as shown by or established on the semi
annual or annual statement of the corpora
tion last preceding such offer. and this
shall he conclusive evidence for
this purpose. No sale shall be valid
against other stockholders until an offer
TO sell has been made in writing to the
Board of Directors for the use and benefit
Of the other stockholders. which shall i'm
notify the latter thereof and
they shall have fifteen days from such
notice to accept the same or to make a
counter offer as hereinabove prescribed.
and thirty days after acceptance to pay
for the same Stockholders shall have the F,
right TO buy such shares in proportion to
their holdings and any proportion not thus |
taken may be taken by any of the others. |
There shall he printed in the body of each |
certificate of stock, This stock is accept |
I'd. held and can be transferred only upon |
conditions named in Article VI of the |
'harter of this corporation" No trans !
'er of stock of this corporation shall be |
binding upon the corporation unless. and |
lnlll Ine same Is transferred on the DOCKS |
If the corporation.
ARTICLE VII.-The corporate powers |
" this corporation shall be vested in and |
Exercised by n Board of Directors com |
POSED of not less than four and not more |
han five stockholders. three of whom shall |
Constitute quorum for the transaction of |
business. The Directors of this corpora
ion may vote in person or by written /
proxy at any of the meetings of the Board |
If Directors and the Board of Directors |
nay delegate any of its powers to any |
officer or officers or any other representa-
i've of the Company by appropriate resO-
utiOn to that effect. The first Board of
Directors of this Company shall be com
,osed Of the following: Abraham f.
IasSman, New Orleans, La: Ludwig
tisemann. New Orleans, La; Sol. Mass
nan. New Orleans, La; Morris r. Red
mann, New Orleans, La. with 4. +. Mass
nan as President, L. EiSemann as Vice
President Morris Il. Redmann as Score
and they shall serve I'M
il the second Tuesday in January. 1921
n until their successors are elected and
Qualified. The Directors shall be elected
by the stockholders at a meeting
leld on the first Tuesday of July in each
ear thereafter, in conformity with the
PROVISIONS of Article " of this charter.
l fifth Director of this corporation NAV
70 elected by the unanimous consent of
III the Directors of this corporation, to
odd office for and during the continuance
4 the term of office Of the Board of Di-
ectors which so unanimously elects him.
fifth Director of this corporation NAV
'e elected by the stockholders Of this cor
,oratlon by the unanimous consent of all
he Class A and b stock present or repre-