The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-26
CHARTER.

carried on by IL. are hereby declared {
be. To make and sell and generally I
deal in waterproofing materials and com
pounds; 10 subject TO waterprootng pro
cesses cotton duck and other material
and to sell and generally deal in tn
same; to acquire for stock or otherwis
processes, methods, formulas and patents
for interpreting; TO acquire and owl
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 oil
fifteen thousand (Si5.OO0.OOJ dollars. diyid.
ed into six hundred shares, of the paI
value of twenty five $4,000 dollars each
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
be designated by the Board of Directors.
The said corporation shall at once become
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 .OO0.OGl dollars. such increase
TO be made as provided by law.
ARTICLE V.--All the corporate powers
of said corporation shall be vested in. and
the management and control of its affairs
shall be exercised by 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-
ary; the first election, however, 10 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 be held under such rules
and regulations as may be fixed by the
Board Of Directors. In case of any fail
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 a 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, as Sec
rotary and Treasurer. as may be deter
mined by the Board. A majority of the
directors shall constitute a quorum for
the transaction of all business, and any
vacancy occurring on said Board shall be
illed by the remaining directors for tie
uneIpired term. The said Board, or such
officer or manager as II may designate,
shall appoint such officers, managers,
clerks and other employees of said corpor-
atiol as may be necessary for its business
and shall dismiss the same; and the tenure
OF Office and employment of all Officers,
II snagers, clerks and employees shall be
during the pleasure of said Board. The
said BOARD shall have the right and power
10 buy, sell, improve, contract, lease, Dor
row mercy, issue ponds and execu'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 it's discretion. shall cancel
change and modify the same.
ARTICLE VINO subscriber hereto OF
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 informally 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-
tiOh may Wv fnOulntd OF
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
whether by the expiration of this charter
or otherwise. the holders of stock shall
elect three liquidators from among their
number, to liquidate and settle the bust
case of death or disability of any of said
liQuidators. the survivors, or the remain
ing liquidators. shall appoint successor
to such liquidator. Said liquidators are
of law proceedings. or without such pro-
ceedings, as they shall elect. to collect all
amounts due the corporation. sell or
otherwise 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 liquidate 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
and the number of shares which each
agrees to take i'm 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. 40 Celeste street, New Or
leans, La. one share. $500; Joseph W.
Carroll. SOILS Hennen building. New Or
leans, La. one share, $500; Mrs. Charles
Dickson. 429 Celeste street. New Orleans,
La. two hundred and seventy shares.
So, 5000; Mrs. Margaret ID. Dickson, 1907
Philip street. New Orleans, La, twenty
shares. 100000
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
V0llenweider. Jr.
! (Original signed.) s. Brook Dickson,
30S shares; Mrs. Chas. Dickson. per pro
s. Brook Dickson, go shares: Mrs. Mar
garet ID. Dickson. per pro s. Brook Dick:
son, 20 shares; Joseph w. Carroll, l share I;
John A. O'Conn0r, l share.
HENRY @. MCCALL, Not. Pub.
Certificate of Recorder. I, the under.
signed Recorder of Mortgages in and FOR
the Parish Of Orleans, State Of Louisiana
do hereby certify that the above and
foregoing Act Of Incorporation OF the
Dickson Waterproofng Company. Inc,
was this day duly recorded in my office