The herald. [volume] (New Orleans, La.) 1905-1953, 1920-09-30

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power whatsoever. and 20 Operate. Use. sell
i"t~,. and hire tho same To apply for or
rur,ua>" and iu ANY other manner 90 ar-
Uu.rr and 20 sell. assign and ufh,rlyl~. dis
pos" of. deal iu and Use patents. patent
. rights. PRIVILEGES. licenses. trad, Uarnr
trad" names. devices and improved or -.
Greet progresses OF every sort and G,.-..~Irriur
necessary and incidental 10 rho~" r.rrn~.,
and MS" q" arriving on general manu-
featuring Wh"I"~al" and retail MERIDIAN.
dis" aud machinery business. And par
'l'UlIrlE Q" purchase. or I'm any other
manner acquire. i'm and for The United
States. lis territories and dependencies
and in aud for all foreign countries. Hi
rights aud Interests i'm ana to 20 certain
/ patent and or improvement on q packer
for stock feed known - the Samuel g.
iraud stock Feed Packing Machine. aU
r'i"atiou flied in ID" United States Patent
tffirr, April 18th. 1915. Serial No. 11'1,l~I
patented March II. 1919. No. l.2"I. OI7. a.
APPEARS from the Records of n" United
States Patent office. and upon acquisition
Of said patent rights 10 manufacture. SELL
lcas" and OthcrwiS" deal in and handle
. or in any manner dispose Of. machines
manufa"turct under said patent. To hold
lease or operate and 10 acquire and disro>,
of shops. offices. repair plants. factories
aud warehouses in connection with tn"
above described business. And further 20
engage in foreign and domestic cOmmrrr"
and 10 carry on the business Of the CorpOr-
alton in the United States and it, terri
tories aud dependencies and in foreign
countries. and to conduct and carry on
such other businesses as may b" found
necessary or convenient for properly #
fectuating the aforesaid businesses or on
HANGING the value of the properties rights
and privileges Of the corporation.
ARTICLE " Section / Tn" capital
stock of this corporation i hereby fixed
at the sum of So 900 %. divided into and
represented by 30 shares Of the par valu"
Of $4,000 each; said stock shall be- issued
in two CLASSES. the first to be known a.
Class a stock and tn" second to Toe
known as Class b stock.
S,p'tion =: The amount of Class a
stock j. fixed Al the sum of Sl2.JO0OO, di-
vided into and represented by 10 shares
of the par value of $4,000 each. Said
stock shall have the privilege of clecting
two aud only two Directors of the cOrpOr
alton. and no distribution or division Of
said stock shall create I'm the holders
thereof in any form the right to elect
more than two Directors of the corpora
ton.
Section 3 The amount of Glass "B"
stock is fixed at the sum of $4,000 co. di-
vided into and represented by 10 shares
of the par value Of $4,000 each. Said
stock shall have the privilege of eleCting
two and only two Directors of the cOrpOr-
alton and no distribution or division of
said stock shall create in the holders there
Of in any form the right to elect more than
two Directors of the corporation.
Section I 1t is the intention and pur-
-
place in the holders of Class a. stock
the right without interference from hold
erS of Glass 81 stock to elect two and
only two Directors OF the corporation. and
to place in the holders of Glass b. stock
the right, without any interference from
the holders Of Glass "A" stock. to elect
two and only two Directors of the cor
poratiOn.
Section ,: Said stock shall be paid for
in cash or its equivalent. as provided 10y
N "a
and in such inStallments as may be pre-
sCribed by the Board of Directors.
Section 6: This corporation shall he
come going concern and shall be author
lied to commence business when Sl2. 800. 90
of its capital stock shall have been sub
Srribcd and when S6.2j0.OO of its capital
stock shall have been paid for as provided
by law.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum
Of $lOO,OOOOO by two-thirds vote of all
the stock present or represented at spe-
cial meeting called for that purpose or at
a regular annual meeting of the corpora
ton.
ARTICLE VI.-An certificates of stock
issued 10y the Company shall be signed by
the President Tor, in his absence or in
ability To act by the Vice PreSidenO and
countrrsigncd by the Secretary Treasurer.
The capital stock of this corporation iS
issued. received and held under the ire
vOcable agreement and contract entered
into for the mutual protection and ad-
vantaEcS. and as condition of this char
ter. that no stock shall be sold or trans
ferr"d without first offering the same 10
the stockholders of record. who shall have
tn" first right To purchase same at the
price demanded by the owners. or at the
price of any bona fidc offer thereof but
should the parties be unable to agree upon
the price, then the said stockholders shall
have the absolute first right 10 buy the
same for cash at the book value thereof
Shn ~, tuI1 haH On, In.
annual or annual statement of tn" corpora
ton last preceding such offer, and this
valuation shall Ice conclusive evidence for
this PURPOSE No sale shall be- valid
to sell has been made in writing to the
Board of Directors for the use and benefit
of the other stockholders. which shall i'm
mediately notify the latter thereof, and
they shall have fifteen days from such
notice to accept the same or to make
counter offer as h"rcinahOvc prescribed
and thirty days after acceptance to pay
for the same. Stockholders shall have the
right 10 buy such shares in proportion to
their holdings and any proportion not thus
taken may be taken by any of the others
There shall he printed in the body of each
certificate of stock. This stock Is accept
ed, held and can be transferred only upon
named in Article VI Of the
charter Of this corporation No trans
fer of stock of this corporation shall be
binding upon the corporation unless and
of the corporation.
ARTICLE YII.-The corporate powers
of this corporation shall be vested in and
exercised by a Board Of Directors com
posed of not less than four and not more
than five stockholders, three of whom shall
quorum for the transaction of
business. The Directors of this corpora
ton may vote in person or by written
proxy at any Of the meetings of the Board
of Directors and the Board of Directors
may delegate any of its powers to any
officer or officers or any other representa-
tive of the Company by appropriate reso-
luton to that effect. The first Board of
Directors Of this Company shall be com
posed of the following: Abraham T.
MaSSman. New Orleans. La: Ludwig
Eisemann. New Orleans La: Sol Mass
man. New Orleans La: Morris u. Red |
mann. New Orleans, La. with A. r. Mass |
man as President, l.. Eisemann rs Vice !
President. Morris II. Redmann as Secrp-
tary- Treasurer. and they shall serve I'M
til the second Tuesday in January, 1921. |
Or until their successors are elected and
qualified. The Directors shall be elected |
annually by the stockholders at a meeting |
held on the first Tuesday Of July in each |
year thereafter in conformity with the |
A fifth Director of this corporation NAV
be elected by the unanimous consent Of !
all the Directors of this corporation. TO |
hold office for and during the continuance
IF the term of office of the Board of hi |
-ectOrS which so unanimously elects him
fifth Director of this corporation NAV
De elected by the stockholders of this cor
DOration by the unanimous consent of all |
he Class A and b stock present or repre-