The herald., 1921-12-08
CHARTER.
Is. advantage


and privileges granted by law to corpora
tions. and shall exist for the fuli term
and period of ninety nine years from tns
day. 1t shall have power to contract, sue
and be sued; to make ana use colpo
ate seal. and the same to break ana AFTER
Mt pleasure; to hold, receive lease; re-
claim. purchase and convey, as wen as
mortgage, hypothecate and pledge pro-
Derty real personal and mixed, corporea,
and incorporeal; to issue bonds, notes anu
ments: to name and appoint such man,
ayers directors, officers, agents anu
other employees, as the interest anu eon
yenience of said corporation may require
or demand; to make and estaphsn SUN III
bylaws, rules and regulations for the
management and control of its business
and affairs as may be deemed necessary
or expedient, and the same 10 chahse
and alter at pleasure; and to DO all acls
and things necessary and proper 10 carry
out the objects and purposes OF SAID cor
pOration.
ARTICLE 1.-THE domicile OF said cor
poration is hereby fixed in the City OF
New Orleans State OF Louisiana, out ~
may establish and maintain onices III
any of the States Of the United states,
the Federal Districts and in Foreign
countries. All citation and other legal
process shall be served on the president.
and, in his absence, on the vice-presldent
of said corporation. In the absence y,
the president and vice-president, then SAID
process shall be served upon the secre-
tary of said corporation.
ARTICLE III-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-
generally to deal in all kinds Of automo-
bile tires, inner-tubes, batteries, tools,
spark plugs, lamps, coverings, parts,
electrical supplies and equipment and
generally to do and engage in any other
business, undertakings OF profession
connected with, growing out of or Incl
dental to the purposes hereinabove set
forth.
ARTICLE Iv-The capital stock of said
corporation is hereby fixed at the sum OF
divided into two hundred and ten shares
of the par value Of one hundred t$1OOOO)
each, which stock shall be paid for in
cash at such times and In such amounts
as may be determined upon by the board
of directors, or may be issued at not less
than par for property purchased by, or
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 stakeholder shall sell or in any man
ner dispose of his stock in said corpora
ton. without having first given thirty
days written notice 20 the corporation.
| through it's 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
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 going concern and shall
| Immediately commence business.
The said capital stock may be increased
| from time to time to any amount not ex-
ceeding fifty thousand dollars.-such in
creases to be made as provided by law.
ARTICLE y-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 be elected an
nually. by the stockholders. by ballot,
on the Thursday, following the first Mon
day in January Of each year, the first
! election to be held in 1928.
Written notice Of each election. de-
livered personally or by mall shall be
given to each stakeholder. addressed TO
him at his last known place of residence,
| as 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
stakeholder 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
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
Mt; and both Of said offices may be held
and treasurer. as may be determined by
| the board Said board shall likewise elect
the additional member or members in
| case they should determine to increase
the number of the board Of directors as
above provided.
| A majority Of the directors shall con.
stitute quorum for the transaction Of all
| business, and any vacancy occurring or
said board shall be filled by the remain.
Ing directors for the unexpired term.
The said board, or such officer or man.
ager as 1t may designate, shall appoint
such officers, managers, clerks and other
employees Of said corporation as may be
necessary for it's business and shall dis
miss the same; and the tenure Of office
and employment of all officers, managers
clerks and employees shall be during the
pleasure Of said board.
Inc said board shall have the righ,
and power to buy, sell, improve, contract
| lease, borrow money, issue bonds and ex
ecute mortgages, and, in general, to ex
ercise all the powers Of the corporation
as well as to carry out its objects and
purposes-all without reference to oil
authorization by the stockholders
From time to time said board ma,
adopt rules. regulations, and bylaws fol
the management and control of the bust.
ness and affairs Of said corporation. and
In its discretion. may annul, change and
modify the same. =
ARTICLE VINO subscriber hereto OF
stockholder of the corporation shall eveI
De held liable or responsible for the con.
tracts, faults or debts Of said corpora
| ton; nor shall any mere informality iI
| the organization have the effect of render
Ing this charter null or of exposing am
subscriber or stakeholder to any liability
| beyond the unpaid balance, II any, dut
on the shares subscribed for or owned
/ by him.
ARTICLE vII-This act of incorporation
may be changed modified, or altered, OF
said corporation may be dissolved, with
the assent Of the holders of two-third,
OF the stock of the corporation, who's
owners are present and represented at