The herald. [volume] (New Orleans, La.) 1905-1953, 1922-05-11
CHARTER

January 81. 1922; to contract relative to
the manufacture and sale of such pat
ented article or articles covered by such
patent, and generally to do and perform
all things pertaining to and incidental
to the carrying out and proper eXecu-
ton of the objects and purposes here
inabOve mentioned.
ARTICLE ". The capital stock of
this corporation is hereby fixed at the
sum of Five Thousand Dollars (S5,O0O.0O).
and shall be divided into and represented
by one hundred shares of common stock
of the par value of Fifty Dollars each.
Said stock shall be paid for in cash,
or by property. or for services actually
rendered to the corporation, or other
equivalent of cash, as provided by law,
and in such manner and at such time
and in such installments as may he pre-
scribed by the Board Of Directors.
This corporation shall become a going
concern and shall be authorized to COM
mShce business as soon as fifty 600 per
cent of its capital stock shall have been
subscribed and fifty per cent of all stock
subscribed for shall in fact have been
paid for, either in cash or its equivalent.
ARTICLE V. The capital stock Of
this corporation may be increased to
the sum of Fifty Thousand Dollars
1850. 100000 by Il vote of twO-thirds of all
the stock present or represented at
special meeting called for that purpose
or at a regular annual meeting Of the
corporation.
ARTICLE VI. All certificates of stock
issued by this corporation shall be
signed and countersigned by President
or Vice President and Secretary.
The stock of this corporation can be
transferred only on the books of the
corporation. and subject to such regula-
tiOns and fOrmalities as may be by the
Board of Directors from time to time
l.aIl -I..I IL
mitted to sell or otherwise dispose OF
his stock without first offering the same
in writing to the other stockholders.
through the Board of Directors, at a
price not exceeding the book value there
of; and said stockholders. in proportion
to their holdings, shall have an option
and first right to purchase at the book
value of such stock on December 81, last
preceding. all the shares of stock to he
thus disposed of by sale or otherwise
Of any of the stockholders. and shall
have period of ten DAYS in which to
accept or decline said offer. Should tho
stockholders decline to purchase said
stock. then such stakeholder is at liberty
to sell or dispose of the stock, and may
do so i'm any manner and at any price
he may deem fit.
Each share of stock is issued herein
upon the condition and understanding
that no stakeholder shall sell or other
wise transfer his stock in violation here
of. and any such sale or transfer. II
made shall be void. and this corporation
shall be under no obligation to list said
stock on its books or TO regard the
holder of the certificate thereof.
ARTICLE VII. The cooperate powers
Of this corporation shall he vested in and
exercised by Board of not less than
three nor more than six directors. at
the option of the stockholders. two to
constitute quorum when there are
To a
quorum when there are more than three
and less than six directors, and four to
constitute a quorum should there be six
directors. for the transaction of business.
The directors of the corporation may
vote in person or by written or tele-
Of the BOARD of Directors: and the Board
Of Directors NAV delegate any of its
powers TO any officer officers. or any
other representative Of the corporation.
by appropriate resolution to that effect.
The first Board of Directors of this
following: Fletcher Fletchinger. SIDNEY
J. Massicot. August Faver. Arthur 7.
Rrandin. Frank ]. Fletchinger. Harold
NJ. Westholz. with the following as Off
GERS: Fletcher Fletchinger. President A.;
Arthur J. Brandin, Vice-President: Sid
Fletchinger. Treasurer. and they shall
serve until the second Wednesday in Jan
uary. 1923. or until their successors are
elected and qualified.
The directors shall be elected annually
nj a meeting held on the second wednes-
day in January in each year, after such
date. Notice of said meeting shall he
given fifteen days prior to the date of
said meeting. in writing. sent by mail
to each stakeholder at his last known
place Of residence The Board of Direc-
tors may change the date of said annual
ms IN
notice to that effect sent at least fifteen
days prior to the date to which said an
nual meeting shall be changed. directed
by mail to each stakeholder at his last
known place of residence.
Each stakeholder shall at such annual
meeting or other meeting, general or
special, be entitled, in person or by
proxy. written or Geographic, TO one
vote for each share of stock owned by
him. The election shall be held under
such rules and regulations as may be
from time to time determined by the
Board of Directors.
The directors, when elected. shall hold
office for one year, or until their sue
cessors shall have been elected and
qualified, and failure to hold the annual
meeting of stockholders or to elect an
nually directors shall not operate the
forfeiture of this charter or any rights
Hereunder.
Any vacancy occurring in the Board
of Directors may be filed by the direc-
tors for the unexpired term.
ARTICLE VIII. This charter and act
of incorporation may be changed. modi-
fed, altered or amended by and with
the consent of three-fourths Of all the
stock present or represented at a meet
ing, general or special, held for that
purpose; and such amendments may he
material or immaterial. subject only to
limitation as may be by law provided
and this corporation shall have the right
as hereinbefore set out. and any in
crease of the capital stock in excess of
the amount named herein as the amount
to which the capital ctock may be in
creased may be made by three-fourths
vote Of all outstanding stock.
ARTICLE TX. Notice of any and all
meetings referred to in this charter, or
required by law, Shall be given in the
manner provided for giving notices in
the case Of election Of directors, or by
publication of such notice for fifteen DAYS
previous to such meeting in any daily
newspaper in the City of New Orleans
unless the notice of such meeting shall
have been waived; the stockholders and
directors having the right by this char
ter to waive potices at. any time and for
any meeting.
ARTICLE Y. In case of the dissolu-
ton. liquidation or termination of this
charter, by limitation or otherwise, the
affairs of the corporation shall be hqui-
dated by one or more liquidators elected
by a two-thirds vote of the stockholders,
who may provide the number of said
power and authority as may be by law
narmftfad flying he terms and c0ndi-