The herald., 1921-11-03
CHARTER.

!
! nther employees as the interest ana CON
! venience of said corporation may require
! or demand; to make and esthbIlsh suSh
| bylaws rules and regulations Tor the
management and control OF ls business business
and affairs as may be deemed necessary
I or exuedient and the same TO change
! and alter at pleasure; and TO do all acts
and things necessary and proper to carry
out the objects and purposes OF sald cor
/ pOratiOn.
! ARTICLE 1.-THE domicile of said cor,
| poration is hereby fixed in the CITY OF
/ New Orleans State of Louisiana. but lt
! may establish and maintain OhlceS In
any of the States of the United States
The F,geral Districts and in foreign
countries All citation and other legal
process shall be served on the president,
and in his absence. on the yiCe-president
of said corporation. In the absence OF
/ the president and yice-president. then SAID
process shall be served upon the scCre-
| tary of said corporation.
ARTICLE Iu-The objects and pur-
poses for which this corporation is or
ganiZed and the nature of the business
/ to be carried on by 1t, are hereby de
/ clared to be: To make, buy and sell and
/ generally TO deal in Ill kinds of autOmo-
: bile tires, inner-tubes, batteries, tools
! spark plugs, lamps, coverings, parts,
| electrical supplies and equipment ana
| generally to do and engage in any other
business, undertakings OT profession
connected Win. BTbNluE out VI VI lh'l
dental to the purposes hereinabove set
forth.
ARTICLE IV-The capital stock of said
corporation is hereby fixed at the sum OF
twenty-one thousand (S21,OOOOO) dollars,
divided into two hundred and ten shares
of the par value of one hundred (s1O0.O0)
each, which stock shall be paid for III
cash at such times and In such amounts
as may be determined upon by the board
of directors or may be issued al not less
. D. ..A laNH
for services rendered TO the corporation.
All shares of stock shall be full paid
and worcestershire No transfer of stock
shall be binding upon said corporation
unless made upon the books of the cor
poration. and all certificates of stock
shall be signed by such officers as may be
designated by the board of directors.
No stOckholder shall sell or in any man
ncr dispose of his stock in said corpora.
ton. without having first given thirty
days written notice to the corporation.
through its board of directors, of such
intention to sell or dispose of the same,
so that the other stockholders shall have
the first privilege of purchasing the same
at its book value, properly ascertained.
after which thirty days notice said
stock may be sold or disposed of in any
manner.
The said corporation shall at once be
come and be a going concern and shall
Immediately commence business.
The said capital stock may be increased
from time to time 10 any amount not ex-
ceeding fifty thousand dollarS,-Such in
crcases to be made as provided by law.
ARTICLE V-An the corporate powers
of said corporation shall be vested in.
and the management and control of its
affairs shall be exercised by a board of
directors. composed of not less than
three. nor more than five stockholders.
Each director shall own at least one
share Of stock and shall he elected an
l. hA ST hnfd hE hll
on the Thursday, following the first Mon
day in January of each year. the first
election to be held in 1923.
Written notice of each election. de
livered personally or by mail. shall be
given to each stakeholder, addressed to
him at his last known place of residence
rs shown on the books of the corpora
ton. said notice to be given at least fif-
teen days before each election. and all
elections shall be held under such rules
and regulations as may be fixed by the
board of directors; provided that each
Stockholder shall be entitled, in person
or by written proxy, to one vote for every
share of stock owned by him, and that a
majority of such votes cast at each cleo
ton shall elect the board.
The directors thus elected shall con-
tinue in office for one year, or until their
successors shall have been duly elected
and qualified. In case of any failure to
hold an election above provided. such
failure shall not forfeit this charter, but
an election shall be held as soon as may
be practicable after notice as above pro-
vided
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 secretary
and treasurer, who may be members
OF the board or not, as the directors see
ht' ana both Of said Offices may be held
ny one and the same person. as secretary
ana treasurer. as may be determined by
the board Said board shall likewise elect
the additional member or members I'm
case they should determine TO increase
the number of the board of directors as
above provided.
A majority of the directors shall con-
stltute quorum for the transaction of all
business, and any vacancy occurring on
sald board shall be filed by the remain.
Ing directors for the uneNpired term
The said board, such officer or man
aeer as II may designate. shall appoint
such officers. managers. clerks and other
employees of said corporation as NAV be
necessary for Its business and shall dis
miss the same; and the tenure of office
ana employment of all officers, managers,
clerks and employees shall be during the
pleasure of said board
The said board shall have the right
ana power to buy, sell, improve contract
lease, borrow money. issue bonds and ar'
cute mortgages, and, in general to ex-
ercise all the powers of the corporation
as well as to carry out it's objects and
purposes,-all without reference TO or
authorization by the stockholders
FROM time to time said board NAV
ADOPT rules, regulations, and bylaws for
the management and control of the bust
ness and affairs Of said corporation, and.
In It's discretion, may annul, change and
modify the same.
ARTICLE VINO subscriber hereto or
stockholder of the corporation shall ever
De heid liable or responsible for the con-
tracts, faults or debts of said corners
tion; nor shall any mere informality In
the organization have the effect of render
ing this charter NULL or of exposing anv
subscriber or stakeholder to any liability
beyond the unpaid balance, If any, due
on the shares subscribed for or owned
by him.
ARTICLE VII-This act of INCORPORATION
may be changed. modified, or altered, or
sslo corporation may be dissolved, with |
the assent OF the holders of two-tbirds
or the stock Of the corporation. whose
owners are present and represented at a |
general meeting Of the holders OF stock
AFTER at least thirty days written notice
OF such meeting has been given an nro-
vided In Article v Of this charter.
any change proposed or made in re-
ference to the capital stock or objects
aud purposes Of this corporation shall
De made In accordance with the laws Of |
the State Of Louisiana regulating or pro-
viding for such change.
whenever the corporation NAV be dis.
solved. whether by Limitation or Other
wise, its affairs shall be Uouidated nv
three liquidators to be chosen NV IN.