The herald., 1921-12-01
CHARTER.

els T. Burns, a notary pubic In anu lor
the Parish of Orleans, State OF Loulslahd'
duly commissioned and quallned, anu III
the presence of the undersigned witnesses,
personally came and appeared, the severaI
persons whose names are hereinafter SUD
scribed of the full age of majority VINO
declared to me that awaiting themselves ol
the laws of this state relative 10 the OF
ganization of corporations, and more es-
pecially of Act 267 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 Tor themselves
and their successors and assigns, 10 FORM
thems selves into corporation and Dody
polite for the objects and purposes ana
under the stipulations hereinafter set
forth, tO-wit:
ARTICLE l. The name and title of this
CORPORATION shall be Southern Typewriter
and Supply Company, Incorporated" and
under such title it shall have and ENJOY
succession for a period OF ninety nine
years from date hereof, and shall have
power and authority to contract. sue ana
be sued make and use a 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-
pIOyees to properly conduct its corporate
business and to make such bylaws, rules
and regulations may be found neces-
sary or desirable for the management and
business affairs Of this corporation.
ARTICLE III. The domicile of this cor
poratiOn shall be in the City of New Or
leans, State of Louisiana, where all cita-
tion 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 and secondhand; typewriter
supplies, ink, stationery, and office fur
niture and 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, use and sell all kinds of
inventions, whether patented or not, in
any manner relating to typewriters and
adding machines; and to grant rights, or
licenses under such letters patent, inven-
tions 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 hereinbefore
mentioned, to issue bonds secured by
mortgage or mortgages upon the property
and franchises of the said company and to
sell the same; and also to do any act or
acts necessary for the carrying On of such
business.
ARTICLE ". The capital stock Of this
corporation Is hereby fixed at the sum Of
Five Thousand Dollars (S5 600 OO) divided
into one hundred shares (1OO) of the par
value of Fifty Dollars $4,000 each, pro-
Vided that the amount to which the can't
tai stock OF this corporation may be in
creased shall be one hundred thousand
dollars (S10O,OO0).
Fifty per cent of the capital stock of
this corporation must be subscribed for
before the filing of the articles of incor-
poration. The subscribed capital stock
or this corporation shall be payable in
cash. property, real or personal, or for
services performed or rendered.
No stakeholder shall ever be held liable
or responsible for the faults, contracts or
dents OF this corporation in any further
sum than the unpaid balance due the cor
p0ration on the shares Of stock subscribed
for by him. nor shall any mere Informal
ity In the organization have the effect of
rendering this charter null or of exposing
any shareholder to any liability whatso-
ever.
This corporation shall not engage in
business until Twenty five Hundred Dol
lars tS25OOOO) of the CAPITAL stock has
been issued and actually paid in. either
IN cash, property or services as aforesaid !:
II any OF the stock of this corporation is
exchanged in whole or in part for prop.
erty or good will, in that event the pro-
visions OF Section III (3) of Act 261 Of
1914 shall be strictly complied with
ARTICLE V. All the corporate powers
or this corporation shall be vested in and
exercised by a board of directors com
posed of three stockholders, each of whom
shal own. in his own right, during his
nj laos f,,II
unpiedged share of the capital stock
which shall be shown by his written do,
claration, two (2) of whom shall consti-
tute quorum for the transaction of bus
mess, provided that the board of directors
shall have the right at any time 70 in
crease the number of directors to not more
than five 90. Any director unable TO at
tend a meeting of the board may appoint
proxy Tor that purpose, who must be
a stakeholder.
consist of a president, vice-president, sec
rotary and treasurer, all Of whom shall
be members of the board of directors. onv
TWO oniees, but no more. may be COM
plned' IL desired, and held by one and the
same person.
The following named persons shall CON-
stitute the first board of directors OF This
corporation, to-wit:
Arthur p. Portas. Pass Christian. Miss
st. Clair Adams, 1925 st. Charles Avenue
-" OiiSahs, Id. D. +. ScnrOth, SD1 STEM
henson Street, Shreveport, La; with Ar.
thur +. Portas, as president and treas
9rer j. L. Schroth. as vice president. and
81: GAR Adams, as secretary, and these
onlcers snail serve until the second Mon
day In October. in the year 1922, or until
their successors have been duly elected
and qualified
Thereafter the directors shall he elected
annually on the second Monday of Octoher
OF each year. beginning with the wear 1922
an election OF directors shall be made by
Daliot, and each stakeholder shall he en-
titied TO one vote for each share of stock
standing In his name on the books of the
corporation, this vote to be cast in person
or Dy proxy, and II shall require a ma
1ority OF the stock present or represented
~. Failure to elect a board or directors on
the second Monday in October. 1922. or
annually thereafter, shall not work a for
fixture Of this charter. but the old hoard
OF directors shall remain in office until
their successors are elected and qualified
ARTICLE vi. The board of directors
snail hold regular meetings at such times
as shall be fixed in the bylaws of this
corporation. These meetings shall he hold
az the domicile Of the corporation INF
the president may call special meetings
or the board OF directors at such times
and places within the State of Louisiana
as he may deem advisable and ne shall
De required to call such special meetings
whenever requested to do so by three
members OF the board Of directors Three
Gays notice Of such special meetings shall
De given in writing to the directors unless
waiver or notice Is signed by the direct
ors. Any vacancy occurring on the hoard