The herald., 1921-05-26

To acquire by purchase, lease option
or otherwise, patents and inventions that
might be used for the purposes of this
corporation: and generally. to do and per-
form any and all other things necessary
or convenient to properly carry out the
objects and purposes Of the business a
| bOve enumerated.
ARTICLE IV.-The capital stock Of
this corporation is hereby fixed at the sum
Of Fifty Thousand (Sj0,OOO.O0) Dollars
divided in to five hundred (J0O) shares
of the par value of One Hundred (SlOOOO)
Dollars each, provided, that the amount
to which the capital stock of this cOrpOr-
alton may be increased shall be One Hun
! dred Thousand (S100,OOOO Dollars, or
! one thousand 10000 shares. -Four hun
dred shares of the capital stock of this
corporation must be subscribed before the
filing Of the articles of incorporation. The
subscribed capital stock of this corpOr-
| alton shall be payable in cash, property
| (real or personal or mixed) OF for labor
and services rendered and performed.
No stakeholder shall ever be held iahAe
or responsible for the faults. contracts
or debts Of this corporation in any FUR
| Their sum than the unpaid balance due
| the corporation on the shares OF stock
subscribed by him, nor shall any mere
| informally in organization have the eff
| feet of rendering this charter null. or of
exposing any shareholder to any liability
whatsoever.
This corporation shall not engage in
or Forty Thousand $40, OOO.OO) Dollars of
the capital stock shall have been issued
| and paid in, in cash or for property, or
! for cash and property, and IL any stock
of this corporation is exchanged, either
! in whole or in part for property or good
| will. in that event the provisions of Sec
| ton of Act 267 OF 1914, and the amend
ments thereto, shall be complied with
| strictly.
| ARTICLE y.-An the corporate powers
4 a a
| exercised by Board of Directors COM
| posed of three stockholders, each of whom
| shall own In his own right, during his
| term sf office, at lease one full paid share
| of stock, two of whom shall constitute
/ a quorum for the transaction Of business.
| The officers Of this corportion shall con-
| sist of a President, Vice President, Sec
| rotary and Treasurer, all of whom shall
| be members Of the Board Of Directors.
| The offices of the Secretary and Treas
| urer may be combined in one and the same
| person.
The following named persons shall con-
| stitute the first Board of Directors, to-
| wit: Richard A. Barnes. No. 135 n. St
Patrick St, New Orleans, La. Richard
T. Mcbride. No. 472O Damned ST., New Or
leans. La, Jones T. 'Prowell, No. 1910 St
| Andrew ST.. New Orleans. La, all resi-
dents of the City of New Orleans, Louis
lana, and domiciled at the addresses a
bove stated. with Richard A. Barnes as
President. Richard T. Mcbride Vice
President and Jones T. ProwelI as See
| retary-Treasurer, and these officers and
directors shall hold office until the first
| Monday Of January, 1922. or until their
successors are duly elected and qualified
Thereafter the directors shall be elected
annually on the first Monday of May OF
each year, and they shall elect their own
| officers; all elections of directors shall
be by ballot. and each stakeholder shall
be entitled to one vote for each share OF
stock standing in his name on the book,
of the corporation. this vote to be cast
In person or by written proxy, and II
| shall require a majority of the stock pres
ent or represented to elect. The directors
shall have the right to increase their mum
Der to five, in which case three shall con
stitute quorum.
Failure to hold an election for directors
on the first Monday of May, 1922. or an
nually thereafter shall not work a for
fixture Of this charter, but the old Boart
| Of Directors shall remain in office unit
their successors are duly elected and quail
flied.
| ARTICLE VI.-The Board of Directors
shall hold regular meetings at such times
as shall be fixed in the bylaws OF Thu
corporation, but the president may cal
special meetings Of the Board of Direc
tors at such times as he may deem ad
visable. and he shall be required to cal
such special meetings at the request o
| a member of the Board of Directors. Thre'
days written notice of such special meet
ing shah be given to the directors, unles,
waiver of such notice is signed by tn,
Directors. Any vacancy occurring in tn,
Board of Directors either from death, re
signation or inability to serve. shall be fillet
by the remaining directors at its next regu
lar meeting after such vacancy shall hav,
occurred. The first Board of Directors o
this corporation shall be required to draf
suitable bylaws for the government o
the corporation, which may be altered
amended. changed or modified as the ex
| iVpucips he m
ARTICLE vI.-The stock of this cor
! poration may be transferred, provided
such transfers shall be recorded on tn
. Books of the corporation before 1t shal
be required to recognize the transfer, o
!, the new holder of the stock.
ARTICLE vIII-The appearers hereb.
declare that they have subscribed TO tn
stock of this corporation, to-wit; Riehar'
A. Barnes. No. 1876 N. st. Patrick st
New Orleans, La, -Four Hundred 600
Shares. Richard T. Mcbride. No. 472
Share. and Jones T. Prowell. No. 13l
st. Andrew St., New Orleans, La, On
IN Share. and the subscription Of Rich
Z ard A. Barnes. which totals the sum o
!, four hundred t4OOl shares shall be full
paid for and settled by him by the trans
fer-b by him OF all the property and effect
and good will now owned and belonging
the SeVen-Eievel Auto company, inc
, of which the said Richard A Barnes
! the sole owner. an accurate. detailed an
! itemized statement Of description of SAT-
property being hereto annexed to be rea
in connection herewith. and the said prop
, erty and goodwill was duly appraise
! by the Board of Directors of this corpor
alton at the sum of Forty Thousan
(S4GOOOOO) Dollars. The remainder o
said subscriptions shall be paid for i
cash.
: In the event that any stakeholder de
| sires to sell his stock or any part or por
. ton thereof he shall first offer same Z
} the remaining stockholders, In proportion
] to their respective holdings at its boo
value. This offer is to be made to ap
pear by letter addressed to each stock
thirty days option. At the expiration
of which time, the stakeholder desiring
| to sell or dispose Of his stock, shall b
ut liberty to do so at whatever price ant
to whom he may please
81 ARTICLE IX.-This charter may b
modified or altered, the capital stoc
. thereof increased or decrease or the cor
poration may be dissolved with the as
sent of two-thirds of the capital stoc
: present or represented Mt any special meet
ing of the stockholders called for tina
. purpose, after prior notice In writing {
each stakeholder mailed to him ut hi
] last known post-office address. all in nc
, cordance with the terms Of Act 26I of 1o1i
ARTICLE Kat the expiration OF thi
corporation for any cause. its affair
] shall be liquidated by one or more liqui
dators to be elected by the stakeholder,
All of whom shall hold stock In this cor