The herald., 1920-03-11
CHARTER.

or products; to acquire, build, own,
lease and operate retineries of any and
all kinds, including the operation of plants
ana machinery for the manufacture and
sale Of carbon. gasoline. Kerosene, casing
head gas, or any other products or by
products which NAV Ice manufactured from
oil or gas OF other minerals: to purchaS"
and sell oil, gas, or any and all kinds of
other minerals, mineral products, by
products, OF any articles that may be man
utacturCd from oil or gas or other miner
ais; to lay tracks ami TO operate railways.
tramWays, tramrOadS, etc, necessary TO
carry on the business herein enumerated
and incidental to the developments herein
specified, to acquire. own. lease, suitcase
and operate commisSaries boarding
houses, rOOming houses, rOOming places.
and TO that end to pUrchas" and sell lease
ana suitcase or otherwise acquire and
ALLEVIATE any and all kinds Of property. real
and personal; to act Is agent on commits
sion for others in performing any Of the
above named acts, to do and perform any
of the above named acts i'll the State OF
Louisiana or any State in the United
States, the Federal Districts. Territories
or pOsSeSSiCus of the United States and in
foreign countries and generally TO do and
perform any and every act necessary TO
carry out the purpose, herein prov idtd for
or that max be incidental thereto.
ARTICLE HI.-The authorized capital
stock of this corporation is hereby nNed
at twenty-five thousand dollars (S2jnoOl.
divided into twenty-five hundred (2,JOO)
SldItS. 1T a par value OF ten dollars lSlOD
per share. which shares when issued shall
Ice fully paid ard non -aS>,Ssahlc. There
shall be not preferred stock, but all stock
shall be OF the same class. equal i'll all
respects. including its voting power. each
Sto 'khOlder being entitled TO east. either
N person or by proxy. one vote for each
share OF stock owned by him. Said stock
may b" paid for in cash, property tr2ns-
| fcrred to the corporation or services per
| formed at a valuation TO be approved by
! its Board of Directors. This corporation
shall be authorized 10 commence business
when nifty per cent Of its authorized cap
ital stock shall have been subscribed and
| paid for. The authorized capital stock of
this corporation may he increased to two
hundred thousand dollars ($2uOOOUJ by
complying with the law i'll such cases
made and provided.
ARTICLE IV.-The period of existence
or duration of this corporation i hereby
! fixed ut ninety -niuc 500 years from the
date of this act. unless sooner dissolved
under the provisions of this law.
ARTICLE N.--This corporation shall
have power to contract. sue and Ice sued 4;
to make and use a corporate seal and the
same TO break or alter at pleasure: to
hold. receive, purchase, lease, suitcase. or
otherwise acquire: to sell. convey or other
wise diSpOS, of. rs well as to hypOthecate
and mortgage under its corporate name.
any property, 10th real and personal; to
name and appoint such Officers and agents
rs the business of this corporation NAV
v
regulations for the government of the AT
fairs of said corporation and the same to
alter or change at will; to wind up and
dissolve itself or to be wound up and
dissolved ia the manner hereinafter pre-
Scribed. To conduct business and main
tain offices in this state. other States, the
Federal Districts. the Territories and pos
sessions of the United States and in for
eign countries, by complying with the
laws thereof
ARTICLE vI.-Thc affairs of this cor
pOratiOn shall be managed and controlled
by Il Board of Directors. consisting of five
stockholders. three of whom shall cOnSti-
tute a quorum. Provided. that the num-
her of Directors of this corporation may
hc increased TO seven with the same quail
iiCatiOnS as the Directors herein provided
for. The Board of Directors of this cor
pOratiOn shall have authority to exercise
all the corporate powers of this corpora
ton. subject, however, to any restrictions
which may be stipulated in this charter;
and they shall have power to I'LL all va
cancies occurring by death. resignation or
otherwise: to employ and discharge at
pleasure any and all agents. managers.
clerks or other employ erS necessary in
conducting the affairs of this corporation:
and shall fix the salaries Of all officers
and employees, with full power to increase
or diminish the same at its pleasure; and
may dispose of all the property OF this
corporation whenever a majority of the
stockholders shall approve such sale at a
meeting of said stockholders legally called
for such purpose. All citations or legal
process shall be served on the President
of this corporation, or, in the event of his
absence, on the Vice President, or in the
absence of both of them, upon the Secre
ary-TrcaSuger. The Board of Directors
shall elect annually from among them
selves a President, a Vice President, Sec
rotary and a Treasurer. which latter Offices
may be combined and held by one and
the same person. The following stock
holders shall constitute the first Board of
Directors officers shall their
office until the second Monday in January,
1921, or until their successors are elected
and have. qualified, viz: Ollie c. Hale,
President: Joseph +. Ebert, Vice PreSi-
dent; William II. HowcOtt, Secretary
Treasurer; Peter X. Monrose. William \.
Brand, all residents of the city of New
Orleans, State of Louisiana. A meeting
of the stockholders of this corporation
shall be held at the Office of this corpora
ton on the second Monday in January,
1921. at which time, and annually there
after, Board of Directors shall be elect
ed ; provided. that with the written con-
sent of all the Directors valid meetings of
Directors may be held outside the State
or within the State elsewhere than at its
domicile Nbtice of the holding of the an
nual stockholders meeting shall be given
according to law. The failure or omission
TO hold the annual election of officers and
Directors of this corporation in the man
ner and at the time and place specified in
this charter shall in no manner suspend
or affect the business of this corporation.
but the corporate officers then in charge
shall hold office until their places are
filled by new election to be provided for
by the Board of Directors, or until their
successors are elected and have qualified
ARTICLE VII.-NO transfer of stock
shall be binding upon this corporation un-
less the same shall have been made upon
the application of the owner, or his au-
thOriZed agent. and is duly entered upon
the books of this corporation.
ARTICLE VIII.-ThiS charter may be
amended and it's capital stock increased
or decreased, or this corporation may be
dissolved. by complying with the pro
visions of law in such cases made and
provided. Whenever this corporation is
dissolved by limitation or otherwise, its
affairs shall be liquidated or settled by
one or more iquidatOrs elected or appoint
cd by the stockholders at Il meeting called
tor that purpose, and such Hquidators
shall have power to perform such duties
and give such bond as the stockholders
may direct and require.
ARTICLE kit is hereby declared
that each member of the Board of Di-
rectors hereinabOve named is the owner
in his own name and right, fully paid
of the capital stock of this corporation,
and hereafter each director elected shall
possess like qualification.
ARTICLE X.-No stakeholder in this
corporation shall ever be held liable for
the contracts or faults of this corporation
in any further sum than the unpaid bal
ance due the corporation shares of
stock owned by said stakeholder, except
in such cases where the law makes them
liable for violating certain provisions
thereof; nor shall any mere informal1ty In
organization have the effect of rendering
this charter null and void, nor of expos
ing stockholders to any liability, beyond
Il nod