The herald., 1921-11-24
CHARTER.


personally came and appeared, the several
persons whose names are hereinafter sub |
SCribed, OF the full age of majority, who |
declared to me that ayailing themselves of
the laws of this state relative to the or
ganization of corporations, and more es
pecially of Act 26I of 1914, page 81, of the
Legislative acts of this state, they have
cOvenated and agreed, and by these pres
ents do covenant and agree for themselves
and their successors and assigns, TO form
themselves into Il corporation and body
polite for the objects and purposes and
under the stipulatiOns hereinafter set
forth, tO-wit:
ARTICLE |. The name and title of this
corporation shall be southern Typewriter
and Supply Company. Incorporated" aud
under such title it shall have and enjoy
succession for period Of ninety nine
years from date hereof. and shall have
power and authority TO contract. sue and
be sued, make and use corporate seal.
the same to break and alter at pleasure;
to hold. sell. lease, mortgage. hypOthecate
or pledge property. real. personal or mixed.
necessary. incidental or proper for the
carrying on of its business to buy and
to hold stock in any other company or
companies that may assist this company
in its objects and purposes; to make and
issue notes and certificates Of indebted
ness; to name, elect and appoint mana
gers, directors and clerks or other en-
ployees to properly conduct its corporate
business and to make such bylaws, rules
sary or desirable for the management and
business affairs of this corporation.
ARTICLE IL. The domicile of this cor
| pOration shall be i'll the City of New Or
| leans, State of Louisiana, where all cita-
| ton and other legal process shall be
| served upon the president or In the alb
| sence of the president, upon the vice
| president, or in the absence of both, upon
| the secretary.
ARTICLE III. The objects and pur-
| poses of this corporation are hereby de-
| clared and stated to be:
To manufacture, purchase, own, exploit,
| work, repair, rent and sell typewriters
and adding machines, patented or other
| wise, new anu secondhand; typewriter
| supplies, ink, stationery, and office fur
| niture aud equipment and speciality ma
| chimes; and to purchase, own and sell
| inventions or letters patent or improve
| ments thereon, for such typewriters; and
| to buy, own, and sell all kinds of
inventions, whether patented or not, in
any manner relating to typewriters and
adding machines; and TO grant rights, 0I
licenses under such letters patent inyen-
tons or improvements; and to buy, own
use and sell all kinds of inventions, what
ever thereon for the purposes above stated
and also for the purposes hereinbefor,
mentioned, to issue bonds secured by
mortgage or mortgages upon the property
and franchises of the said company and t.
sell the same; and also to do any act OF
l 'NAN'
business.
ARTICLE ". The capital stock of thi
corporation Is hereby fixed at the sum o
Five Thousand Dollars (S5,00OO0J, divide,
into one hundred shares O00) OF the pa
value Of Fifty Dollars $4,000 each, pro
vided that the amount to which the capi
> tai stock of this corporation may be in
, creased shall be one hundred Thousand
dollars ($10O,OO0).
Fifty per cent of the capital stock o
\
before the filing of the articles of incor
pOratiOn.. The subscribed capital stOc
. of this corporation shall be payable i
cash. property, real or personal, or TO
{ | services performed or rendered
r No stakeholder shall ever be held liabl
e or responsible for the faults, contracts y
: debts of this corporation in any turtle
e sum than the unpaid balance due the cor
J, poratiOn on the shares of stock subscribe
e | for by him, nor shall any mere informal
| ity in the organization have the effect q
t rendering this charter null or of exposin
!, any shareholder to any liability whatsC
: ever.
: This corporation shall not engage !
!; business until TWENTY five Hundred Do
q lars (s25O00O) of the capital stock ha
r been issued and actually paid In. eithe
In cash, property or services as aforesaid
y If any of the stock of this corporation
r exchanged in whole or in part for prof.
! erty or good will, in that event the pre-
1
d 1914 shall be strictly complied with.
ARTICLE V. All the corporate power
. Of this corporation shall be vested in an
exercised by a board of directors con
i posed of three stockholders, each of whol
/ shall own, in his own right, during h
u tsrm of office, at least one full-paid an
: unpledged share of the capital stOcl
y which shall be shown by his written d.
y claration, two t2) of whom shall cOnst
e tute quorum for the transaction of bu'
/ AaA hat I'd Of tn,
shall have the right at any time to IL
n crease the number of directors to not moi
r than five 90. Any director unable to a
h tend a meeting of the board may appoiI
IS proxy for that purpose, who must
e stakeholder.
The officers Of this corporation sha
!, consist of a president, vice president, sec
e rotary and treasurer, all of whom sha
= be members of the board of directors; an
two offices, but no more. may be com
: bined, if desired, and held by one and tn
3 same person.
. The following named persons shall con
I. stitute the first board of directors of thi
corporation, to-wit:
: Arthur p. Portas, Pass Christian. Miss.
: st. Clair Adams, 1926 st. Charles Avenue
v New Orleans, La; ]. p. Schroth, S51 Step
e henson Street. Shreveport, La; with Al
2 thur p. Portas, as president and treas
!. urer; J. p. Schroth, as vice president, an
. St. Clair Adams, as secretary, and thes
= | officers shall serve until the second Mon
day in October, in the year 1922. or unit
, | their successors have been duly electe
r and qualified.
Q Thereafter the directors shall be electe
!, annually on the second Monday Of OctObe
of each year, beginning with the year 1922
n all election Of directors shall be made b
: | ballot, and each stakeholder shall be Ell
!. titled to one vote for each share OF stoc
3 | standing in his name On the books Of tn
e corporation. this vote to be cast In perso
4 | or by proxy, and 1t shall require a ma
q jority of the stock present or represente
A | to elect.
s Failure to elect a board Of directors o
v the second Monday in October. 1922 o
: annually thereafter, shall not work for
4 fixture of this charter. but the old boar
. | of directors shall remain In Office unit
= their successors are elected and qualified
ARTICLE VI. The board Of director
l. | shall hold regular meetings at such time
. as shall be fixed in the bylaws OF thl
I, | corporation. These meetings shall be hel
q at the domicile Of the corporation, br
= the president may call special meeting
= of the board OF directors at such time
. and places within the State OF Louisian
9 as he may deem advisable. and he sha
|, be required to call such special meeting
!, whenever requested to do so by thrt
II members of the board of directors. Thr'
n days notice Of such special meetings sha
y be given in writing to the directors unle'
g waiver of notice is signed by the direc
II ors. Any vacancy occurring on the boar,
q either from death, resignation, or inabf
e ity to serve, shall be filled by the boar
of directors at its next regular mestin
" after such vacancy shall have occurre
n The first board Of directors OF this co
n.A ruUt