The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-29

"a
our Lord, nineteen hundred and twrntv
and of the Independence of the Tinted
states of America. the one hundred and
forty fifth. before me Warren Y NiII.r
a Notary Public. i'm and for the Parish a
Orleans. Louisiana. and in the presence %,
IN" witnesses hereinafter named and nm
d"r>ignrd. personally came aud appeared
IN" several persons whose names are. here
matter subscribed, all Of full age who dr
clarcd unto M" Notary. that. awaiting
themselves of the laws of the State of Lou
lSIana relative to the organization of cor
pOrationS, they do by these presents con
tract. agree, covenant, Stipulatp and bind
themselves. as well as such persons a.
may hereafter become associated with
them. to form and constitute Il corporation
and body polite in law for the objects and
purposes and under the StipulatiOnS here
matter set forth. tO-wit:
ARTICLE The name and title OF
this corporation shall be southern Ra-
diun Clinic Incorporated" and under
such title il shall have and enjoy Sucrr>-
sion and existence for a period of ninety
nine years from date hereof: the dOmiril.
of this corporation shall be in the city of
New Orleans. State of Louisiana. where
all citations ana other legal process shall
be- served upon the the President. or. in
his absence. upon the Vice President or
in the absence of both President and Vice
President, upon the Secretary.
ARTICLE 1.-THE capital stock Of this
corporation is hereby fixed at the sum of
twenty thousand dollars ($2O.GOO OOl. all
scented by two hundred shares of the par
value of one hundred CSlOOl dollars each
Stock may he paid for in money. in Sorv-
Ices rendered To the corporation. or in
property and good will regularly trans
ferred to the corporation, all as shall he
determined by the Board of Directors
ARTICLE lII.-The objects and pur-
poses of this corporation and for which il
j. organized are hereby declared to he:
To purchase. sell. rent lease or in any
other manner acquire hold use or ALLEVIATE
radium or any of its derivatives or com
pounds in any and all of its or their
forms. and To use the same for treatment
of persons under competent licensed ply
Sicians and for scientific aud medical pur-
poses. for compensation or otherwise. and
in any manner the corporation shall de-
eide, and for that end To purchase. sell
rent, build or otherwise acquire. hold. use
or ALLEVIATE any and all apparatus or ap-
plianceS necessary or incidental to the use
Of same, and in general to do any and all
acts pertinent or germane to the above
and foregoing purposes.
ARTICLLE IV.-It is further part of
mutual agreement under which the stock
holders herein have entered into this cor
pOratiOn and which is made Il binding
covenant between them. each cOvenating
contracting and binding himself. his heirs
assigns. administrators. associates and
successors. that each and every stockhoId-
er before being allowed to make any sale
of stock owned by him in this corpora
ton to any person except one already a
stakeholder OF this corporation. he shall
offer same to the stockholders then of rec
ord. at price not to exceed the value
thereof. as determined by the books of
this corporation. which said offer shall be
open for a period of fifteen days. each
stakeholder being permitted TO purchase q
proportion of the stock so Offered in ac-
COrdance with the amount of stock he
holds in this corporation, and In the event
that any stakeholder does not purchase his
prOrata of the stock so offered for sale.
then the balance of the stockholders so
desiring may purchase a prOrata of the
balance of said stock in accordance with
the amount of stock they hold in this
corporation. 1t is understood that at the
expiration of twenty days, without the
stockholders purchasing said stock offered
for sale the selling stakeholder is relieved
of all disability imposed upon him by this
article. This article cannot be amended
without unanimous consent of all stock
holders of record.
ARTICLE V.-The corporate powers of
this corporation shall be vested in a
Board of Directors, a majority of whom
shall constitute a quorum for the trans
action of business. Absent directors may
vote at any meeting of the Directors by
proxy in writing to any other Director
for that particular meeting. The first
Board of Directors shall be elected at the
first meeting of the stockholders held
after passing of this charter. who shall
elect from their number President, .
Vice President and a Secretary-Treasurer.
and said Directors and officers shall serve
as such until the second Monday in Janu
airy. 1922. until their successors are
elected and qualified. Meetings Of the
stockholders for the election of Directors
shall be held yearly, on the second Mon
day in January, beginning with the year
1922 The Board of Directors shall have
the right to elect without referring to q
stockholders meeting, any stakeholder a
a Director, whenever n vacancy shall exist
on the Board of Directors through death
or resignation. The Board of Directors
H. lf To-
ity of the Board. hold meetings elsewhere
within or without the State of Louisiana.
At any meeting of the stockholders called
for that purpose. the stockholders may.
without amendment to this charter. change
the number of the Board Of Directors to
any number not less than three, nor more
than nine. and may separate the office
Secretary and Treasurer into two distinct
and separate offices.
ARTICLE VI-The corporate powers q
this corporation are expressed and set
forth by section seven ca of Act 267 of thu
year 1914. and shall be duly employed by
and through the Board of Directors. The
duties of the several officers shall he set
forth in the bylaws, which will be adopt
ed by the Board of Directors, and amend
ed or altered at their will; and they shall
have the right to employ, under contract
or otherwise. a General Manager. who may
or may not be member of the Board
Directors. as said Board of Directors may
determine. and which said General Man.
officers may delegate to him. and whose
compensation shall be fixed by the Board
of Directors.
ARTICLE VII.-No stakeholder of this
corporation shall ever be liable for any
debt of the corporation other than the un-
paid portion of their subscription TO
stock. and no informality herein shall sub
ject them to such liability.
ARTICLE VIII.-Amendment of this
charter, or liquidation Of the corporation.
shall be subject to the rules laid down in
Act 267 of the Louisiana Legislature of
1914.
Thus done and signed on the day and
date first hereinaboye written, In the City
of New Orleans. in the presence of G.. q.
Sperier and A. Il. Davis, competent wit
nesses, and me. Notary, after a due read
opposite their names the amount of stock
they subscribe for. making this an original
subscription list.
(Original signed) ThOs. p. Sellers. 7sOS
Elm ST. New Orleans. 10 shares; Chas. ii
Voss, 1900 Jeanette ST.. 10 shares; Arthur
Lee whitmire. $3.50 st. Charles Ave.
shares: II. w. f. walther. Macheca Bldg
3 shares; Ansel NJ. Game, 1910 Robert St.
) shares.
witnesses: c. o. Sperier, A. Il. Davis
(Signed.) WARREN V. MILLER,
Notary Public.
I. the undersigned Recorder Of Mort
cages in and for the Parish of Orleans
State of Louisiana, do hereby certify that
the above and foregoing act of incorpOra-
ton of the Southern Radium Clinic, Inc.
was this day duly recorded in my office,
New Orleans, July =, 1920.
A true copy of the original on file in
my office.