The herald., 1920-05-20
CHARTER.

stock i'm other companies; to name and
elect and appoint such managers, agents,
directors and officers as the interests anu
convenience Of said corporation may re
duire: to make and establish. alter and
amend bylaws. rules and regulations for
its proper government. aS may be deemed
necessary and proper for the extension OF
the business in which the corporation Is
engaged.
ARTICLE 1.-THE dOmicile of this cor
poration shall be in the city of New Or
leans state of Louisiana; and service Of
process shall Toe made upon the president
or. in his absence, upon the vice pre>l-
dent or secretary.
poses for which this corporation is or
ganiZed and created and the nature "t
the business to he carried on by II are
declared to be rs follows:
To manufacture. build. rebuild, equip.
paint and repair all kinds sizes, classes
and varieties of railroad tank ears and
or other ears. and all paris and appli-
anrpS thereof and accessories thereto. to
buy, sell generally deal in and manufac-
ture metals and materials used i'll the
manufacture. building, repairing, equip
mcnt aud painting Of such ears ana their
parts. appliances and accessories; to buy,
or otherwise acquire; to sell, or otherwise
di>pOS" of. to lease, and generally TO deal
in. such ears and their parts, appliances.
equipment and accessories: to own and
operate such ears: to acquire license, let J.
ters patent and trade marks covering i'm
prOvenentS, novelties and inventions ne
ceSSary to and connected with said bust
ness and TO license individuals and cor
pOratiOHS To manufacture. sell or use such
improvements. novelties and inventions ia
shops or special territory on royalty or
otherwise: and in connection with the
foregoing. to buy or otherwise acquire.
sell or otherwise dispose of and lease real
estate improved or unimprOved, buildings,
continent
to do and perform all things pertinent and
incident and which may he proper and
necessary TO carry out and execute the OBJ
jectS and purposes hcTeinabOye enumer
ated.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum
of two hundred and fifty thousand $3.50
OOOO0) dollars, and shall be divided into
and represented by two thousand five
hundred (2.JO0I shares of common stock
of the par value of one hundred (Sl00GO
dollars each. Said stock shall be paid
for in cash or by property or services
actually rendered TO the corporation, or
other equivalent of cash as provided by
law, and in such manner and at such
times and in such in>tallmentS as may be-
prescribed by the board of directors.
This corporation shall become going
concern and shall be- authorized 10 com
mence business as soon as fifty per cent
TOO per cent? of its capital stock shall have
bpen ACTUALLY SUBSCRIBED, ana 1lltN per
cent of all stock subscribed for shall in
fact have been paid for either in cash or
its equivalent.
ARTICLE N.-The capital stock of thi.
corporation may be increased to the sum
of five hundred thousand $500. OO0O0) dol
lars by vote of twO-thirds of all stock
present or represented at a special meet
ing called for that purpose or at a reg.
ular annual meeting of the corporation.
ARTICLE VI All certificates of stock
issued by this corporation shall be signed
by the president and cOunterSigned by the
vice president or secretary, or. If author
lied by resolution of the board of direc.
tors, shall be signed by the vice-presideni
and counterSigned by the secretary.
The stock in this corporation can be
transferred only on the books of the cor
pOratiOn and subject to such regulations
and fOrmalitieS as may be by the board
of directors from time TO time prescribed
ARTICLE NII.-The corporate powers OF
this corporation shall he vested in and
exercised by board Of not more than
five, nor less than three directors, a ma
jOrity of whom shall constitute a quorum
for the transaction of business. 4 ma
jOrity of the board of directors may in
crease the membership of the board not TO
exceed seven members, and may elect
such additional members at a meeting of
the board of directors specially called for
that purpose; directors so elected to serve
until the next annual corporate election.
establish, as well as alter and amend, the
bylaws, rules and regulations necessary
TO the management of the business and at
fairs of the corporation.
The directors OF this corporation may
vote in person or by written or telegraphic
proxy at any of the meetings of the
board OF directors, and the board Of di-
rectOrs may delegate any of its powers to
any officer or Officers, or any other rep
resentatiye of the corporation by appro-
The offices of secretary and treasurer
may be filled by stockholders not mem
bers Of the board of directors
The first board Of directors Of this
corporation shall be composed of the
following: Max Epstein. Ill W. Monroe
street Chicago. ILL.,; David COPELAND. III
W. Monroe street, Chicago, Ill. Elias
Mayer. IS $. Dearborn street, Chicago
ILL.,; Oscar Blumenthal, 3S =. Dearborn
street, Chicago, ILL.,. W. s. Hefferan. Jr
- 5. Dearborn street. Chicago, ILL.,, and
they shall serve until the third Tuesday in
April. 1921, or until their successors are
elected and qualified.
The officers of the corporation will be
the following: Max Epstein, president
David COPELAND. vice president; Elias May.
er, secretary: NJ u. Kraffmiller, treasurer
| The board of directors may consolidate
the offices of secretary and treasurer.
The directors shall be elected annually
| at meeting held on the third Tuesday
| in April, in each year after date hereof
| Notice of said meeting shall be giveI
| fifteen days prior to the date OF said
meeting, in writing, sent by mail to eacf
| stakeholder at his last known place OF
residence. The board of directors may
| change the date of said annual meetinl
to any other date, not later than tn,
thirtieth day of June, by written notice
| to that effect, sent at least fifteen day.
prior to the date to which said annua
meeting shall be changed, directed by mai
| to each stakeholder at his last known
place of residence.
Each stakeholder SHALL at such annua
| meeting, or other meeting, general or spe
cial, be entitled in person, or by writer
or telegraphic proxy, to one vote for eacf
share of stock owned by him. The cleo
! ton shall be held under such rules and
regulations as may be from time to time
determined by the board Of directors.
The directors, when elected, shall hold
| office for one year, or until their sue.
cessOrs shall have been elected and quail.
fled, and failure to hold the annual meet
ing OF the stockholders or to elect an.
nually directors shall not operate the for
fixture of this charter or any rights there
under.
Any vacancy occurring in the board OF
directors may be filled by the remaining
directors for the unexpired term.
ARTICLE VIII.-This charter and act
OF incorporation may be changed modified
altered or amended by and with the con-
sent Of two-thirds Of all the stock pres
ent or represented at a meeting general OF
special held for that purpose; and such
amendments may be material or immateri.
al. subject only to limitation as may be
by law provided; and this corporation
shall have the right and power to increase
before set out. and any increase Of the
capital stock In excess NJ the amouut