The herald. [volume] (New Orleans, La.) 1905-1953, 1920-12-09
CHARTER.

leans, State Of Louisiana, and all citation
and other legal process shall be served up
on the President of this corporation. or,
in his absence upOn the Vice President,
or. in the case of the absence of both of
these officers, upon the SeCretary-Ireas-
urer thereof.
ARTICLE II.-The objects and pur-
poses for which this corporation Is estab-
iishad and the nature of the business 10
be carried OH by IL. are hereby declared TO
be TO do a general machine repair shop
business, to manufacture machines or ma
chinery. whether working on contract or
on toll; to purchase ScCOnd-hand machines,
tools and equipment, repair and dispose
Of same: TO contract for the general repair
of machinery, or for the furnishing OF ma
chincry or machine shop equipments 10
furnish labor for the repair Of machines,
and generally TO do each and every act
and thing done in connection with the OPP
Grafton of a general machine shop bust
ness, whether done on the premises of the
company or elsewhere under contract.
ARTICLE lV.-The capital stock of this
corporation shall be five thousand dollars
80 OUOb divided into fifty tJO) shares OF
the par value of one hundred dollars
tSlUOD each. and may be increased TO the
sum of fifty thousand dollars (SdoODOi, dl-
vidcd into five hundred shares Of one hun
drrd lSlOOD dollars each. and this COrpor-
alton is to lie a going concern when one
half of the capital stock has been sub.
>cribpd for and Oue-half thereof paid for.
Each share Of the stock shall he entitled
10 one vote. either in person or by proxy.
at all general elections or meetings of
stock holders. Should the capital stock of
this corporation ever be Increased over
the sum of fyr thousand tSJWNi dollars,
then such additional shares of stock that
may lee issued shall first Ice offered TO the
holders of stock At the time Of i~>uaHr"
az the book value Of said new stock in the
proportion i'm which the stockholders shall
at the tim" of issuance hold stock I'm this
corporation. and should any stockholder
not uUrchH~,. his prupurtiOuatv share. then
said share shall be offered 10 other stock
holders in proportion to the number of
shares held by them at the time of the is
Suuucr of the new stock. Part of the stock
has been paid for in property. as per an
u-Nvd inventory.
ARTICLE V.-The capital stock Of this
corporation may b" paid for either IN
money. property or Labor done. and in con
sheraton of the transfer 10y Suahrou -.
Brock. of the property described In the in
vrHturv attached hereto. the corporation
has given ana transferred To- the said seat
bruu -. brock forty-fOur shares of the
capital stock of this corporation in pay
mcnt Of the property described In said in
yrutOry and has granted full discharge
and acquittanCe to him for furty-four
shares of the capital stock of this corpora
ton.
ARTICLE Vino stakeholder shall ever
he held liable or responsible for the in
dcbtrducSS, faults or defaults of this cor
poratiun, nor shall any mere infOrmality
i'm the organization Of the corporation have
the effect of rendering the charter null,
or of exposing the stockholders to any
liability beyond the unpaid balance. ii
any, on his stock subscription. Should
any stakeholder desire To sell his stock,
he shall first offer the same to this cor
poration itself through its Secretary
Treasurer. which shall have first prefer
ence thereon. and then to the stockholders
Of the company. at its book value, and the
stockholders who desire to purchase shall
have the right to purchase the same in
the proportion TO their respective holdings
of stock in the company. Should any
stakeholder not wish to purchase his pro-
pOrtionate share. then his share shall be
offered 10 the other stockholders proper
tiOnate to the number of shares owned by
them. Should this corporation. or said
stockholders, in fifteen days after notice
having been given In writing. fail or re-
fuse to purchase the stock offered for sale.
such stock NAV be sold to anyone No
transfer of stock shall be made or held
to be valid and binding unless made in
pursuance to the provisions of this char
ter.
ARTICLE VII-This corporation shall
have all powers granted TO such corpora
lions by law and shall have the power TO
contract. sue and be sued in its corporate
name, and to own. hold. receive, loan.
lease, purchase, sell and convey or mort.
gage any or all of its affairs. or to hypoth-
ecate its property, and TO do any and all
acts and things Of any kind. nature or
description as may be necessary TO carry
out the objects and purposes of said bust
ness as its interests and cOnyeniences may
require.
ARTICLE vIII.-The business OF this
corporation shall be directed by and vest
ed in a Board of Directors, consisting of
three members. two of whom shall consti.
tute quorum for the transaction of bust
ness, and the said Directors as first con-
stituted shall be Seabron O. Brock Hardie
f. Claunch and J. NJ. Hendrix. and they
shall hold Office until the last Monday in
November, 1921. and on that day, and on
the same day thereafter. elections shall be
held annually for Directors at the prinCi-
pal Office of the corporation. Failure to
hold an election on the day specified shall
not dissolve the corporation, but the Direc-
tors in Office shall hold their respective
Offices until an election shall be held after
thirty days notice OF the time and place
thereof given to each stakeholder. The
annual election shall be held on the last
Monday in November, 1921. and thereafter
on the last Monday of November of each
succeeding year, and the election shall be
held between the hours of two and four
o'clock p. IN. All vacancies on the Board
of Directors, for whatever cause shall be
filled by the remaining Directors. Seabron
o. Brock shall be the first President; Har-
die f. Claunch shall be the first Vice Pres
ident. and j. VI. Hendrix shall be the first
Secretary-Treasurer, and they shall hold
office until the last Monday in November,
1921, or until their successors are elect
ed. and each succeeding Board of Directors
shall elect its principal officers for the term
OF their election. and only stockholders
shall be eligible for election as a member
of the Board of Directors. Directors may
act either in person or by proxy. All con-
tracts, commercial obligations and bank
checks shall be signed by the company.
through the President. or. in his absence
sickness or inability to act, by the Spcre-
ary-Treasurer. All employees Of this cor
pOratfon shall hold their employment sub
Ject to the pleasure of the Board Of Di-
rectOrs thereof.
ARTICLE IX.-Whenever this CORPORA
ton is dissolved, either by limitation or
for any other cause, its affairs shall be
liquidated by two or more Iiquidators
named by the stockholders. but which
Hquidators need not he stockholders who
are hereby vested with full power to sell
any or all assets of the corporation. either
separately or in mass, at public or pri-
Vate sale, and to convey full and complete
utle thereto. and shall have full power to
do and perform all acts necessary and
proper to fully and completely liquidate
the affairs and distribute the proceeds if
any, among the stockholders of this cor
pOratiOn to the amount of stock held by
each.
ARTICLE X.-This act Of incorporation
may he amended, altered or modified, or
this corporation dissolved in the manner
provided by law.
Thus done and passed in my notarjaI
office in tie City of New Orleans, State OF
Louisiana, on the day. month and wear
nrst hereinaboye written, in the presence
or r. Rivers Richardson and Wm II
wright, competent witnesses, who have