The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-20
CHARTER.

1
wise deal in or handle, to export or I'M
port, mill supplies and equipment, mil
mach inery, tools, apparatus, Appliances:
| accessories and materials of any ana All
kinds; to act as agents of manufacturers
| of any of the above described machinery
and materials; To hold, lease own, opcr-
ate and to acquire and dispose OF shops
| Offices, repair plants, factories ana ware
houses in connection with the above de
| scribed business. To en- gag" in foreign
and domestic commerce, aud TO carry Oh
the business of the corporation III the
| United States and It's territories anu It
Tendencies, and in foreign countries. 10
conduct and carry on such other Dust
neSspS rs may be found necessary or con
| ypnent for properly calculating the
aforesaid purposes or enhancing the Nalue
OF the properties, rights and privileges OF
the corporation.
ARTICLE IY.-Thc capital stock of this
lrorporatiOu is hereby tiAcd at the sum OF
two hundred and fifty thousand tS2'n,
OOOOOl dollars, and shall be- divided INTO
and represented by two thousand ana nNe
hundred (2.100) shares of the par value
OF one hundred tSIUOOOD dollars each
| Said stock shall be paid for i'll caSh, or
its equivalent. as provided by law, and
| in such manner and at such times ana III
such inStallmrnt> as may be prescribed
by the Board OF Directors. This cOrpor.
alton shall become Il going concern anu
| shall be- authorized to commence business
when one hundred and twenty five thOuS
and tSl2J 10000 dollars of its capital
stock shall nave been Substituted lor' IT.
provided by law. and when sixty two
| thousand and five hundred tS62.JOOOOl
dollars of the capital stock shall in fact
have been paid for. either in cash or It's
equivalent.
| ARTICLE N.-Thc capital stock of this
corporation may be- Increased To the sum
of five hundred thousand (SjOO0OOOOl dol
lars 10y Il twO-thirdS vote of all the stock
| present or represented at a special meet
| ing called for that purpose. or AT i reg
Al ma, IN n
ARTICLE NI.-An certificates of stock
| issued by the Company shall u" signed
by the President or Vice President and
counter signed by the Secretary Treas
urrr. The stock Of this corporation can
| hr transferred ouly on th" books Of the
corporation and subject 10 such r"gula-
tons and fOrmalti"> d> may he by tn"
| Board Of Directors from time to tim" pre-
| Scribed. No Storkhodcr shall he per
United to sell or otherwise dispose of the
stock without first Offering the same in
| writing To the other stockholders. through
| the Board of Directors, AT a price not cN-
cecding the book valu" thereof, and the
stockholders shall have an option and
first right to purchase all the shares Of
stock to be thus disposed of Icy sale or
by tn" death. resignation or otherwise OF
Iany of the stockholders of the corpora
ton. and shall have "A period of ten days
| in which to accept or decline such Oner
| of stock. Should the Board of Directors
or the stockholders decline to purchase
! said stock then the stakeholder or stock
holders who made the offer to sell or
| otherwise dispose OF the stock. may sell
or otherwise dispose of il in any manner
and at any price that h. or they may see
4 fit. hut each share of stock il issued
under the condition and understanding
that no stakeholder shall make Il sale or
| transfer of his stock in violation of this
provision: and such sale OF transfer. if
made. shall he void. and this Company
shall be under no obligation Ia list said
stock on its books or TO regard the holder
| of the certificate thereof.
| ARTICLE Nll.-Thc corporate powers
| of this corporation shall hc vested i'll and
exercised by a Board of Directors COM
posed of not less than three and not more
| than seven stockholders. majority Of
whom shall constitute Il quorum for the
transaction of business. The Directors Of
this corporation may vote in person or ny
written proxy at any Of the meetings ~
the Board of Directors. and the Board OF
| Directors may delegate any of its powers
| to any officer or officers or any other
| representative of the Company by appr0-
pirate resolution to that effect. The first
Board of Directors of this Company shall
he composed OF the following: Edward
schwartz. Isaac Marx. Lester Sridenbach
Edward Marx. Adolph DiefenthaS with
Edward Schwartz. President; Isaac Marx.
Vice President; Lester Seidenbach Secre-
tary Treasurer. And they shall serve I'M
ill the third Wednesday in January. 1871.
or until their successors are elected and
qualified. The Directors shall be elected
annually by the stockholders at a meet
| ing held on the third Wednesday of Jan
nary in each year thereafter. Notice Of
| such meetings shall u" given fifteen DAYS
prior to the date of the meeting, in writ
ing aud sent to each StockhOldrr at his
last known address. Each stakeholder
shall at such annual meeting or other
meeting. general or special he entitled. in
person or by proxy. TO one vote for each
share of stock owned by him. Elections
shall he held under such rules and regu-
lation> As may from time 20 time he de
termined by the Board of Directors. The
Directors. when elected. shall hold office
for one year. or until their successors shall
hav. been elected and qualified; and fail
urp TO hold the annual meeting of stock
holders. or to elect annually the Directors,
shall not operate the forfeiture of this
lcharter or any rights Hereunder. Any
vacancy occurring in the Board of Direc-
tors may he filled 10y, the Directors for the
lunpNpired term.
| ARTICLE yIII-ThiS charter or act of
incorporation may be changed. modified
altered or amended by and with the con
sent of twO-thirds of all the stock present
at any meeting. general special. held
for that purpose: and such amendment
may be material or immaterial. subject
iOnly to limitations aS may be- by law pro-
!vided and this corporation shall have the
power to increase or decrease its capital
stock herpiBbefOre set out. and any in
crease in the capital stock in excess OF
the amount named herein as the amount Ia
which il may he increased may he made
ny three-fOurthS vote of all outstanding
stock.
ARTICLE IN.-Noticc Of any and all
meetings referred tn in this charter, or
required by law. shall be given in the
manner provided in giving notices in case
Of elections. unless the same shall have
been waived. In ease of dissolution. liqui-
datiOn or termination of this charter, by
limitation or otherwise. the affairs of this
corporation shall be liquidated by one OF
more liquidatOrS elected by the StOckhOld
ers. who may provide the number of said
liquidators and vest them with such au
thOrity as may he by law he permitted. and
fix the terms and conditions upon which
they shall serve and their compensation
and provide that in case of disability OF
any one of said liquidatOrs the remaining
liquidatOrs may I'LL the vacancy or con
time to act on behalf of the corporation
ARTICLE Mo stakeholder Of this
corporation shall be liable or responsible
for any costs, contracts, debts or faults
of this company. or any of its officers, MOI
shall any mere infOrmality In organization
null and void, or of exposing n StOckholde,
to any liability beyond the unpaid balance
due on the stock held by him.
| ARTICLE NI-The subscribers hereto
have written opposite their names the
number of shares subscribed to by each
of them. and their pOstoffice addresses, SC
that this charter may serve as the sub
scription list Of the corporation; all oi
which subscriptions are payable In the
manner and form set ont herein.
) Thus done and passed in my office al
! the day, month and year herein first abOy,
written, in the presence Of Ralph J
, Schwarz and Paul T.. Chasez, competent
witnesses, who have hereunto signed thpS,