The herald. [volume] (New Orleans, La.) 1905-1953, 1920-04-22
CHARTER.

cOrpOrpal; TO issue bonds ana, III ueslreu,
/ 10 secure same by mortgage; to hold
StocE in other companies; to name and
elect and appoint such managers, agents.
directors and officers as the interests anu
convenience Of said corporation may re-
auire; to make and establish, alter ana
amend bylaws. rules and regulations for
its proper government, as may be deemed
/ necessary and proper for the extension OF
; the business in which the corporation Is
engaged
ARTICLE 1.-THE dOmicile of this cor
/ poratiuu shall be in the city of New Or
leans state of Louisiana; and service or
process shall be made upon the president,
or in his absence, upon the vice presl-
dent or secretary.
/ ARTICLE III.-The objects and pur-
poS,S for which this corporation Is or
ganizcd and created and the nature of
the business to he carried on by 1t are
declared to be as follows:
/ To manufacture. build, rebuild, equip,
paint and repair all kinds, sizes, classes
aud varieties of railroad tank cars ana
or other ears, and all parts and appli-
anccS thereof and accessories thereto; 10
buy. sell, generally deal in and manufac-
/ turp metals and materials used in the
. manufacture. building, repairing, equip
mcnt aud painting OF such cars ana their
parts, appliances and accessories; 10 ouE'
B. or otherwise acquire; to sell, or otherwise
dispose of, TO lease. and generally TO deal
in. such ears and their parts, appliances,
operate such ears, to acquire license, let
tiers patent and trade marks covering I'M
provrments, novelties and inventions ne
cc>Sary TO and connected with SAID Dusl-
ness and to license individuals and cor
poratiOnS 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
.,-t ..t. inn. NAI ar n IN =.
machinery, equipment, etc; aud generally
to do and perform all things pertinent AND
incident and which may be proper and
b necessary to carry out and execute the Oh
ipCtS aud purposes hCrClnabONe enumeF-
atcd.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum
of two hundred and fifty thousand (S2JO,-
OOOO) dollars. and shall he divided into
and represented by two thousand five
hundred (2JOuD shares of common stock.
of the par value of one hundred lSlOOGl
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 ut such
times and in such inStallmeutS as may be
prescribed by the board of directors.
This corporation shall become going
concern and shall he authorized to COM
mpuce business as soon as fifty per cent
I too per cent? of its capital stock shall have
been actually subscribed, and fifty per
cent of all stock subscribed for shall in
fact have been paid for either in cash or
its equivalent.
; corporation may be increased to. the sum
I of five hundred thousand (SJ0O,OOOOO) dol
! lars by vote of twO-thirds of all stock
present or represented at a special meet
/ ing called for that purpose or ut reg
ular annual meeting of the corporation.
I ARTICLE VI All certificates OF stock
/ issued by this corporation shall be signed
/ by the president aud cOunterSigned by the
! vice president or secretary, or. II author
! lied by resolution of the board of direc-
I tors shall be signed by the yice-president
and countersigncd by the secretary
/ The stock in this corporation can he
| transferred only on the books of the cor
poratiOn and subject to such regulations
and fOrmaIitieS as may be by the board
of directors from time to time prescribed.
! ARTICLE VII.-The corporate powers of
/ this corporation shall be vested in and
/ exercised by board of not more than
/ five. nor less than three directors. ma
I jOrity of whom shall constitute quorum
. for the transaction of business. ma
[ jOrity of the board of directors may in
! crease the membership of the board not TO
/ exceed seven members. and may elect
/ such additional members at Il meeting of
! the hoard Of directors specially called for
| that purpose: directors so elected To serve
| until the next annual corporate election.
| The bOard OF directors may Hhdht anu
/ 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 mt any of the meetings of the
/ boaEd of directors, and the board of di-
( rpctOrS may delegate any of its powers 70
! any officer or officers, or any other rep
/ respntative of the corporation by appro-
/ nriatp resolution 10 that effect.
/ The offices of. secretary and treasurer
may he filled by stockholders not mem
/ bers of the board of directors.
The first board of directors of this
corporation shall he composed of the
/ following: Max Epstein. III W. Monroe
! street Chicago. Ill; David COPELAND. Ill
W. Monroe street. Chicago. ILL.,, Elias
Mayer. IS $. Dearborn street, Chicago
street. Chicago. ILL.,; w. $. Hefferan, Jr.
~ s. Dearborn street. Chicago. Ill. and
they shall serve until the third Tuesday in
lsipril, 1921. or until their successors are
elected and qualified.
The Officers Of the corporation will bt
the following: Max Epstein, president
David COPELAND. vice-president: Elias May
er. secretary; VI. Z. Kraffmiller, treasurer
The board of directors may consolidate
the offices of secretary and treasurer.
, The directors shall be elected annual!
at a meeting held on the third Tuesday
in April. in each year after date hereof
NO9te OF Salu meeting SIlall Dt SlNti
fifteen days prior to the date Of sai6
meeting. in writing, sent by mail to eacl
stakeholder at his last known place o
residence. The board of directors ma!
. change the date of said annual meetins
to any other date, not later than tn
thirtieth day of June by written notice
, to that effect. sent at least fifteen day
prior to the date to which said annua
> meeting shall be changed, directed by mai
: to each stakeholder at his last know
. place of residence.
: Each stakeholder shall. at such annua
meeting. or other meeting, general or spe
, cial. be entitled in person. or by writer
Z -or Geographic proxy. to one vote for eacl
share of stock owned by him. The cleo
, ton shall be held under such rules an'
regulations as may he from time to TIM
, determined by the board of directors.
, The directors. when elected. shall hole
office for one year, or until their sue
cessors shall have been elected and quail
fled. and failure to hold the annual meet
nually directors shall not operate the for
fpiture of this charter or any rights there
under.
ANY vacancy occurring in the board o.
directors may he filled by the remaining
directors for the unexpired term.
| ARTICLE VIII.-This charter and act
Of Incorporation may be changed, modified
altered or amended by and with the con
sent of twO-thirds of all the stock pres
ent or represented ut a meeting general oil
special held for that purpose: and sucl
amendments may be material or immateri
al subject only to limitation as may b'
by law provided: and this corporation
shall have the right and power to Increase