The herald., 1920-04-15
CHARTER.

corporal; to issue bonds and, III desired
to secure same by mortgage; to hold
: stock in other companies to name and
elect and appoint such managers, agents
70 directors and officers as the interests anC
2 convenience Of said corporation may re
quire; to make and establish, alter ana
amend bylaws, rules and regulations fol
, its proper government, may be deemed
: necessary and proper for the extension OF
the business in which the corporation IL
T. engaged.
J ARTICLE 1.-THE dOmicile of this cor
d poration shall be in the city Of New Or
, leans. state of Louisiana; and service OF
) process shall be made upon the president
. or. I'm his absence, upon the vice preSl
dent or secretary.
ARTICLE uI.-The objects and pur.
? poses for which this corporation is or
. ganiZed and created and the nature OF
r the business to be carried on by il arr
declared TO be as follows:
To manufacture, build, rebuild equip
paint and repair all kinds, sizes, classes
and varieties of railroad tank ears and
or other cars. and all parts and appli
anCes thereof and accessories thereto; 10
buy, sell. generally deal in and manufac-
ture metals and materials used in the
manufacture. building, repairing, equip
, mcnt and painting OF such cars and their
parts appliances and accessories; to buy,
or otherwise acquire; to sell, or otherwise
dispose 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
tcrs patent and trade marks covering i'm
prOvrmentS. novelties and inventions ne
ceSSary TO and connected with said bust
ness and to license individuals and cor
pUratiOnS to manufacture, sell or use such
improvements. novelties and inventions in
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,
machinery, equipment, etc; and generally
to do and perform all things pertinent and
. incident and which may be proper and
necessary to carry out and execute the oh
jects and purposes hereinabOve enumer-
ated.
ARTICLE IV.-The capital stock of this
corporation Is hereby fixed at the sum
. of two hundred and fifty thousand $3.50
OOO.O0J dollars and shall be divided into
and represented by two thousand five
hundred (2.5OO) shares of common stock,
! of the par value of one hundred (S1OOO0)
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 installments as may be
prescribed by the board of directors.
This corporation shall become a going
concern and shall be authorized to COM
mence business as soon fifty per cent
: 90 per cent? OF its capital stock shall have
been actually subscribed, and fifty per
/ cent of all stock subscribed for shall in
I fact have been paid for either i've cash or
. its equivalent.
ARTICLE V.-Thc capital stock of thi.
corporation may be increased to the sum
/ of five hundred thousand $500, OOO.O0) dol
lars by vote of twO-thirds of all stock
present or represented ut n special meet
ing called for that purpose or at reg
ular ANNUAL meeting of the corporation.
/ ARTICLE VI All certificates of stock
lie ht- - inn mol hn sid Oh
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 yice-presideut
I 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.
J ARTICLE NII.-The corporate powers Of
this corporation shall be vested in and
3 exercised by board of not more than
five. nor less than three directors, n ma
jOrity of whom shall constitute a quorum
for the transaction of business. ma
iOTity of the board of directors may in
7 crease the membership of the board not to
exceed seven members, and may elect
such additional members ut a meeting Of
the board of directors specially called for
. that purpose: directors so elected to serve
until the next annual corporate election
! The board of directors may make and
establish, as well as alter and amend, the
! bylaws, rules and regulations necessary
/ to the management of the business and af-
\ fairs of the corporation.
| The directors of this corporation may
vote in person or by written or Geographic
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
resentative of the corporation by appro-
PIRATE resolution to that effect.
/
/ 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. Ill
! W. Monroe street, Chicago. Ill, Elias
Mayer, IS $. Dearborn street, Chicago,
! Ill: Oscar Blumenthal, IS s. Dearborn
street. Chicago. H.; W. S. Hefferan, Jr..
81 s. 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: VI. =. Kraffmiller. treasurer.
The board of directors may consolidate
the offices of secretary and treasurer.
The directors all be elected annually
at a meeting held on the third Tuesday
in April, in each year after date hereof.
Notice of said meeting shall be given
meeting, in writing, sent by mail to each
stockholder at his last known place of
residence. The board of directors may
change the date of said annual meeting
to any other date. not later than the
thirtieth day of June. by written notice
to that effect. sent at least fifteen days
prior to the date TO which said annual
meeting shall be changed. directed by mail
to each stakeholder at his last known
place of residence.
Each stakeholder shall. at such annual
meeting, or other meeting, general or spe-
cial. be entitled in person, or by written
or Geographic proxy, to one vote for each
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
1 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
| uually directors shall not operate the for
: fixture Of this charter or any rights there
I under.
! Any vacancy occurring in the board of
directors may be filled by the remaining
directors for the unexpired term.
! ARTICLE EIII-This charter and act
of incorporation may be changed. modified,
altered or amended by anu with the con
sent of two-thirds of all the stock pres
ent or represented at meeting general or
/ special held for that purpose; and such
I amendments may he 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