The herald., 1920-07-01
CHARTER.

directors selected by IA" stock ho lderS.
an named in this charter. as well as
tine inst set of officers. as hereinafter
named. snail hold office until the sec
oEd Monday of June. 1921. or until
their successors have been elected ana
have qualified. After the election OF
sand Poard of Directors. by the hold
cGS 81 stock, as herein provided, there
Srall be elected by said directors from
their own number, the Officers OF the
CCrpuration. which ar" as follows: Isl.
a Pres ident: md. Vice President. Bird,
Il Secretary; ith, a TreaSurcr-any two
Of which offices may b" combined in
ono person. The first Board of Direc-
tors. and the officers of this corpora
JiuL shall he the following. and which
said Board of Directors and Officers
shan serve until the election to he held
on the second Monday of June, 1927,
% until their successors are elected,
chosen and qualified. The addresses
Of said directors and officers are set
opposite their respective names: Her
uIfu VI. CominS. President. ESmond
S:.'rrt. Dorchester. Mass; Jacob Matter.
VICE ! resident and Treasurer, 4323 5.
Isaac Smith. Secretary, 1925 = Frank
lin street. New Orleans. La. The Board
OF Directors shall have the right 10 fill
all vacancies occurring in their num-
Der. whether resulting from death, res
ignat!On or otherwise.
ARTICLE Vii.-The annual meeting
of the stockholders of this corporation
for the election of directors shall be
neld on ttS SecOnu MontdN pl June VI
each Year commencing with the sec
ond Monday of June. 1927. The cleo
tion COr said directors shall be by bal
Let and the majority in amount of
stock, voting. whether in person or by
proxy, shall elect the person for whom
they are cast; each share of stock
voted upon, to be counted but for one
vote. Said stock shall not be entitled to
cumulative voting. The Board of Di-
rcctOrs shall give at least fifteen days
no,ce by mail of the election OF said
L oil n
more stockholders to preside at such
election. Any failure from any cause
whatsoever to elect directors on the
day named for that purpose shall not
dissolve this corporation, but the di-
rectorS and officers then in office, shall
hold over until their successors are
chosen and qualified. said Board OF
Directors is further authorized to
frame and adopt bylaws, rules and
regulations as the affairs and business
of the company may require, and IT
may deem necessary for the conduct
ing and management thereof, provided
the same does not conflict with this
charter and the laws of the state of
Louisiana, and those of the United
States of America; to name and ap-
point managers, fix their compensa-
| tion and terms of employment, as well
as name and appoint agents and en-
| ployees as in its discretion may seem
| nit and proper, as well as to fix the
| salaries and terms of employment OF
the officers, employees, clerks and as
| slStantS.
ARTICLE VIII.-The Board of Di-
| rectorS is especially vested with the
| power to acquire and purchase such
property or business, or good WILL or
| all of these from individuals, firms, or
| other corporations, said Board of
| Directors may deem advisable and
! proper, and at such price and on such
| terms as they deem best. and to pay
| therefor in the capital stock OF this
| col poration or otherwise.
kh ha
! ever be held liable or responsible for
1 the contracts, faults, or debts of this
| corporation. nor shall any mere infor-
| mality in its organization. have the eff
| feet of rendering this charter null, or
| of exposing its stockholders to any liza
bility beyond the unpaid balance on
the stock owned by them.
| ARTICLE N.-The names and post
| office addresses of the subscribers to
| these articles of Incorporation and the
mum Der of shares OF stock subscribed
| for by each ARE as follows: Herman
NJ Comins. Esmond street, Dorches-
ter. Mass, $50 shares; Jacob Matter.
1925 So. Franklin street, New Orleans.
La. 100 shares; Isaac Smith, 1925 So.
| Franklin street, New Orleans. La. 10
| shares.
ARTICLE Nj - All stockholders
meetings, for the election of directors
as above stated. shall be held after fif-
cen days written notice mailed to each
! stakeholder. other stockholders meet
| ings may be held when ordered by the
| Board of Directors, or when requested
| by at least twenty-five per cent of the
| outstanding capital stock. Notice OF
| all stockholders meeting, other than
| adjourned meetings, shall be in the
manner prescribed for stockholders
meetings for the election of directors
| unless such notice is waived by unani-
| nous consent.
| ARTICLE XII.-This charter may be
| amended. altered or changed, at a spe-
cial meeting of the stockholders called
m hot WaIlrV nj h lob So ..
| be given in accordance with the pro-
| visions of this charter, by the vote OF
two-thirds of all the capital stock.
| ARTICLE XIII.-Whereas, the sub
| scription of Herman NJ. Comins to the
| capital stock Of this corporation con.
| sists in property to be transferred to
| this corporation. to-wit: All his right
title and interest in and to certain mer-
| chandise. open accounts and other as
| sets, belonging to the business hereto
| fore conducted by him in the city OF
New Orleans. La. under the trade name
of the Para Rubber Company of Louisi-
| ana, in accordance with the provisions
| of Act 267 of the Louisiana Legislature
of 1914, there is now annexed to these
read in connection Herewith. an ac-
| curate, detailed and itemiZed descrip-
ton OF such property, as to amount
! location. extent, character and state
| of Improvement. together with a state
ment of its value as appraised by the
| directors of this corporation, the same
| as III set forth IN fuIl IN this charter.
| ARTICLE XIV.-This charter may
be dissolved by the vote of two-thirds
| of all its outstanding capital stock
ana upon complying with the require
| Eents of Section % of Act 267 of the
| Louisiana Legislature of 1914, and in
the event Of such dissolution, two H.
EDUCATORS shall be named and appointed
| with all the necessary powers and
authority-all in the manner and as
provided in said legislative act.
| Thus done and passed on the day
| and date first above written in the
| presence Of Messrs. William F. Con.
kerton and Arthur J. Ryan, both COM
| petent witnesses, domiciliated in the
| City of New Orleans, La, who signed
these presents together with the par
| ties, and me, notary, after a due read
| ing Of the whole, the parties hereto fix
] ing opposite their respective names
| their subscriptions to the capital stock
| CT this corporation which shall consti-
| tute the original subscription list OF
| stock in this corporation.
| Original Signed): Herman NJ. Com