The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-05
CHARTER.

carried on by II, are hereby declared 10
pc: TO make and sell and generally TO
deal in waterprOofing materials and com
pounds; TO subject to waterprOOting pro-
cesses cotton duck and other materials
and to sell and generally deal in the
same; to acquire for stock or otherwise
processes. methods, formulas and patents
for waterprOOhng: to acquire and own
all species of property, movable or i'm
movable, necessary or proper for the pur-
poses OF the corporation and to sell. mort
gage and dispose of the same; and gen
orally to do and engage in any other bust
ness, undertaking or enterprise connected
with, growing out of or incidental to any
of the purposes hereinabOye set forth.
ARTICLE IV.-The capital stock of said
corporation is hereby fixed at the sum of
nfteen thousand (Sl5OO0.O0) dollars, diyid-
ed into six hundred shares, of the pap
which stock shall be paid for in cash or
property, at such times and in such
amounts as may be determined upon by
the Board of Directors. No transfer of
stock shall be binding upon said corpora
ton unless made upon the books of the
corporation, and all certificates of stock
shall be signed by such officers as may
he designated by the Board of Directors
and be going concern and shall immedi-
ately commence business. The said cap
ital stock may be increased from time to
time to any amount not exceeding fifty
thousand ($50.O0OO0 dollars. such increase
to be made as provided by law.
ARTICLE VAN the corporate powers
of said corporation shall be vested in. and
the management and control OF its affairs
shall be exercised by a Board of Directors
composed of three stockholders. Each di-
rector shall own at least one share of
stock and shall be elected annually, by
the stockholders. by ballot, on the Thurs
day following the first Monday in Janu-
airy; the first election, however, TO be
held within fifteen days from the date Of
this charter. Notice of all subsequent
meetings shall be given by mail, addressed
to each stakeholder. at his last known
place of residence as shown on the books
of the corporation, said notice to be mail
ed not more than three weeks nor less
than two weeks before such election and
all elections shall he held under such rules
and regulations as may be fixed by the
Board of Directors. In case of any fail
ure to hold an election as above provided
such failure shall not forfeit this char
ter, but an election shall be held as soon
as may be practicable after notice as above
provided. Each Board of Directors, at its
first meeting after each election, shall elect
from its number a President and a Vice
President; and shall also elect a Secre-
tary and Treasurer, who may be MEM
bers of the board or not. as the directors
see fit; and both of said offices may be
held by one and the same person, az Sec
rotary and Treasurer, as may be deter
mined by the Board. A majority of the
directors shall constitute quorum for
vacancy occurring on said Board shall be
filed by the remaining directors for. the
uucSpiTed term. The said Board. or such
officer or manager as Il may designate,
shall appoint such officers. managers,
clerks and other employees of said corpor-
alton as may he necessary for its business
and shall dismiss the same; and the tenure
of office and employment of all Officers,
" anagers, clerks and employees shall be
during the pleasure of said Board. The
said board shall have the right and power
TO buy, sell, improve, contract, lease, Dor
row mercy, issue ponds and eIscu'e mort
cages, and, in general. to exercise all the
powers of the corporation. as well as to
carry out its objects and purposes. all
without reference TO or authorization by
the stockholders. From time to time said
Board shall adopt rules, regulations and
bylaws for the management and control
of the business and affairs of said corpor-
alton, and. in its discretion, shall cancel,
change and modify the same.
ARTICLE VINO subscriber hereto or
stakeholder of the corporation shall ever
be held liable or responsible for the con-
tracts, faults or debts of saiu corporation;
nor shall any mere informality in its or
ganization have the effect Of rendering
this charter null, or Of exposing any sub
scriber or stakeholder to any liability be-
ond the unpaid balance. If any, due on
the shares subscribed for or owned by
him.
ARTICLE vII.-This act of incorpora-
ton may be changed. modified or altered,
or said corporation may be dissolved. with
the assent of the holders of two-thirds of
the stock of the corporation, whose own
ers are present and represented at a gen
eral meeting of the holders of stock. after
at least thirty days written notice Of such
meeting has been given through mail.
addressed TO each stockholder at his place
of residence. as shown on the books Of
the corporation. In case of dissolution,
whether by the expiration of this charter
or otherwise. the holders Of stock shall
oil frnr fhaf
number, to liquidate and settle the bust
ness and affairs of the corporation. In
case OF death or disability Of any of said
liquidators. the survivors, or the remain
ing liquidators. shall appoint a successor
TO such liquidator. Said liquidators are
hereby given full power, either by court
of law proceedings. or without such pro-
ceedings, as they shall elect. to collect all
dispose of its assets. pay its
debts and liabilities, and compromise and
settle all disputed questions and matters,
and shall have and exercise all other pow
ers necessary and usual to fully and final
ly settle, wind up and liGuidate all the
business and affairs of the corporation.
and distribute its net assets or funds
among its stockholders in accordance with
their respective rights.
ARTICLE VIII.-The names and post
Office addresses OF the subscribers hereto
and the number of shares which each
agrees to take in the corporation are as
follows. to-wit: Samuel Brook Dickson,
429 Celeste street. New Orleans. La, three
hundred and eight shares, $4,000; John
A. O'Connor, 400 Celeste street, New Or
leans, La. one share, $500: Joseph w.
Carroll. SOILS Hennen building. New Or
leans, La. one share, $500; Mrs. Charles
400 Celeste street, New Orleans
La. two hundred and seventy shares.
So, 5000; Mrs. Margaret ID. Dickson, 1907
Philip street. New Orleans, La, twenty
shares. $4,000.
Thus done and passed, in my office on
the day and in the month and year here
in first above written, in the presence of
Messrs Azzo J. Plough and Lawrence Vol
lenweider, Jr., competent witnesses, who
have signed with the parties and me, No
tary, after due reading of the whole.
Witnesses AzZo J. Plough, Lawrence
Jr.
(Original signed) S. Brook Dickson,
}0S shares; Mrs. Chas. Dickson. per pro |
5. Brook Dickson, go shares; Mrs. Mar |
garet ID. Dickson, per pro s. Brook Dick: |
son, 20 shares; Joseph W. Carroll, / share; !
] ohn a. O'Connor. 1 share.
HENRY G. MCCALL, Not. Pub.
Certificate of Recorder. l. the under |
signed Recorder of Mortgages in and for |
he Parish Of Orleans. State Of Louisiana. |
10 hereby certify that the above and |
foregoing Act of Incorporation OF the
Dickson Waterproofing Company, Inc,
was this day duly recorded in my office, /
m Ro0k 1923 folio DO