The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-27
CHARTER.

declared to be as follows: To buy, sell.
manufacture, exchange. repair. hnd other-
wise deal in or handle. t. export or I'M.
lpOrt, mill supplies and equipment. NM
machinery, tools. apparatus, appliances;
accessories aud materials of any ana All
kinds TO act as agents of manufacturers
of any of the above described machinery
and materials; tn hold. lease, own. op"r-
ate. and TO acquire aud dispose OF SHOPS,
Offices, repair plants, factories aud ware
houses, in connect ion with tn" above ne
| Srribpd business. To cu gaSc III foreign
and domestic commerce. aud To carry on
the business of the corporation III the
United States aud its territories and de
prndcncicS, and in foreign countries. To
conduct and carry on such other huNl-
npN>p> ~ may he found necessary or con
| vrnirnt for properly calculating the
aforesaid purposes or enhancing III" Nalhr
OF the. properties. rights and privileges oil
the corporation.
| ARTICLE IN.-Thc capital stock of this
corporation is hereby fixed at IN" sum Oh
two hundred and fifty thousand tS3''o.-
Gn.Ool dollars. and shall h" divided INTO
and represented h.. two thousand and nv"
hundred (2JDuI shares OF the par value
of on. hundred (SIUuOOb dollars each.
Said stock shall hr paid for il cash, or
its equivalent, a. provided lay law, ana
in such manner aud AT such times ana Ia
such inNtallm"ntN As may be pr"Hcrlh'h
lhy the Board Of Directors. This corpor-
aiiou shall become going concern AMI
stall be- authorized Ia comn"nc" business
when one hundred and twenty -tlv" thouS-
land (NlI.IWhWlI nDllirS 81 bN NdllNdl
stock shall have been subscribed for. ~
provided 10y law. and when sixty 1.-TWO
thousand aud five hundred ,s62 10000
dollars of the capital stock shall IN id't
have been paid for, either in cash or lis
IrquiyalCnt.
| ARTICLE N..Thc capital stock of this
Irnrporation may b." increased To- the sum
of live hundred thousand tSJOOWnWb dol
lars by Il two-third> Not" "f all ia" stock
present or represented at a special meet
ing called for that purpose, or AT reg
ular annual meeting OF th" corporation.
| ARTICLE NI.-An certificates Of stock
issued by the Company shall b" signed
by IN" President or Vie" President aud
lcOunter->i gncd 10y the Secretary ] rri>-
urcr The stock of this corporation can
Ice transferred only on ia" books OF Tn"
corporation and subject To such r"Sula-
tionS and formaliti"N ~ may 10" 10y the
Hoard ri Directors from tim" to tim" pre-
I S,'rih,.d. No >tOrkholdcr shall hr per
United To sell or OthcrWi~" di>pu>e Of the
stock without first offering tn" same i'll
writing 10 th" other stockholders. through
the Board of Directors. At Il prir" not rN-
c"rdiuE tn" book valu" thereof, and III"
| stockholders shall have an option aud
lnr>t right to purchase all the shares oi
stock to he thus disposed OF by sal" or
by tn" death. resignation or othCrWl>" 81
lany Of th" stockholders ot III" corpora
tion. and shall have period Of ten day :
| in which to accept or d""liu" >u'h oHtr
, al stock. Should the Board of Directors
or the stockholders d"clin" 10 purchase
holders who made III" Offer 10 sell or
otherwise dispose of the stock, may sell
or Oth-rwi>" diSpOS, Of il in any manner
aud at any prize that b" or they may see
lTit I;ut each share of stock l. issued
under the condition aud understanding
that no >torkholdrr shall make a sale or
transfer of his stock in violation OF this
provision: and such sale or transfer, If
made, shall be void. aud this Company
shall be- under no obligation IL list said
stock on its books or 10 regard the holder
of the certificate thereof.
ARTICLE NII.-Thr corporate powers
? of this corporation shall u" vested i'll and
exercised 10y Board of Directors COM
posed of not less than tire" aud not more
. than seven stockholders. a majority of
whom shall constitute quorum Tor the
transaction of business. The Directors nj
this corporation may vote in person or 10y
written proxy at any Of tn" meetings 81
the Board of Directors, and the Board OF
, Directors may d"legat" any of its powers
z to any officer or officers or any other
representative of the Company by appro
priate resolution TO that effect. Til" nr>l
e I:nard of Directors of this Company shall
T. be composed Of the following: Edward
' schwartz, Isaac Marx, Lester S"idenbAch
. Edward Marx. AdOlph Di"fenthaS with
j Edward Schwartz. President: Isaac Marx
: Vice President; Lester Seidenbach. Secre
= ltnry Treasurer. Aud they shall serve un
4 til the third Wednesday i'll January, 1871
% or until their successors are elected ano
q qualified. The Directors shall he elected
= annually by the stockholders at meet
. ing held on I'll" third Wednesday Of Jan
# uary in each year thereafter. Notice %
: such meetings shall u" given fifteen day
: prior to the date Of the meeting. in writ
e. inG. and sent TO each stakeholder al hi
last known address. Each Stockhold"
"a shall AT such annual meeting or Othe
; meeting. general or special he entitled. II
=. person or by proxy. to one vote for eacl
share of stock owned by him. Election
shall be held under such rules and regu
m IatinnS ~ NAV from time 70 time be dc
- | farm ~ ~ HnDrH n Directors Tn
i, Directors when elected. shall hold offic
y, for one year. or until their successors Shal
p have been elected and qualified: and fail
'S urP to hold the annual meeting Of stock
10 holders. or to elect annually the Directors
no shall not operate the forfeiture of thi
1r charter or any rights Hereunder. An
es vacancy occurring in the Board of Dire6
tors may he filled by the Directors for tn
~ unaXpirpd term.
n ARTICLE VIII.-ThiS charter or act &
- incorporation may be changed. moditie'
~ altered or amended by and with the cor
u, sent of twO-thirdS of all the stock pres"I
y, at any meeting. general or special hel
~ for that purpose and such amendmeI
may he material or immaterial. subje'
: only to limitations as may be- by law pre-
Vided and this corporation shall have IL
. power to increase or decrease its capiti
u stock as h"reinbefOre set ont. and any il
Is crease in the capital stock in excess
AT the amount named herein as the amount
" which il may he increased may be ma,
o. by three-fourthS vote of all OutStandir
ny stock.
ARTICLE IN.-NOtice of any and 4
meetings referred TO in this charter
required by law. shall be given in Il
re- manner provided in giving notices in ca
he of elections. unless the same shall ha
ict been waived. In case of dissolution. liqu
Ia datiOn or termination of this charter.
tie limitation or otherwise. the affairs of tn
Ip- corporation shall be liquidated by one
ny more liquidators elected by the stockhol
erS. who may provide the number of ST
liquidatOrS and vest them with such q
. thOrty as may be by law be permitted. III
fix the terms and conditions upon wifi
. they shall serve and their compensate
~ and provide that in case Of disability
any one of said liquidatorS the rcmainil
liquldatOrs may fill the vacancy or 60
tinue to act on behalf of the corporate
)u- ARTICLE Mo stakeholder OF ii
Dr. corporation shall be liable or respOnsii
lay for any costs, contracts, debts or fau
bur of this company. or any of its officers. n
nd shall any mere infOrmality in OrganiZati
the have the effect of rendering this chart
red null and void. or of exposing n stockhOld
l.. to any liability beyond the unpaid balau
lis due on the stock held by him.
ish ARTICLE NI.-The subscribers here
tit number of shares subscribed to by ca
ed, of them. and their poStOffice addresses,
raj that this charter may serve the su
nb- scriptiOn list of the corporation: all
rho which subscriptions are payable in
hat manner and form set out herein.
the Thus done and passed in my Office
ade the City of New Orleans, Louisiana.
of the day, month and year herein first abb
f.