The herald. [volume] (New Orleans, La.) 1905-1953, 1922-05-18
CHARTER


| 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 eNecu-
! ton of the objects and purposes here
/ inabOye mentioned.
ARTICLE ". The capital stock Of
/ this corporation is hereby hNed mt the
| sum of Five Thousand Dollars (SJ,OOOOOD.
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 iHstallmeEtS rs may he pre-
scribed by the Board Of Directors.
This corporation shall become going
concern and shall he authorized to com
meucc business rs soon as fifty (jO) 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
! $50 0I0.OOD Icy vote Of two-thirdS of all
( the stock present or represented At Il
/ special meeting called for that purpose.
/ or at a regular annual meeting IF the
/ corporation.
/ ARTICLE VI All certificates Of stock
/ issued by this corporation shall h"
signed and counterSigned by President
I 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
| prescribed. No stakeholder shall be per
| mitted to sell or otherwise dispose OF
/ his stock without first Offering fhe 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 20 purchase at the book
| value Of such stock on December 81 last
| preceding. all the shares of stock to be
| thus disposed of by sale or otherwise
| Of any of the stockholders. and shall
! accept or decline said offer. Should the
| stockholders decline to purchase said
| stock. then such stakeholder is at liberty
| TO sell or dispose of the stock. and may
do 50 in any manner and Mt any price
/ he may deem fit.
Each share of stock is issued herein
upon the condition and understanding
J that no stakeholder shall sell or other
! wise transfer his stock in violation here
/ Of and any such sale or transfer. II
| made, snail De Nolu. ana lnlS foTNOTdli'll
| shall be under no obligation to list said
| stock on its books or to regard the
! holder Of the certificate thereof.
! ARTICLE VII The corporate 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
| three directors three to constitute n
/ quorum when there are more than three
| and less than six directors. and four 10
| constitute a quorum should there be six
| directors. for the transaction of business.
! The directors of the corporation may
I vote in person or by written or tvle-
/ graphic proxy at any of the meetings
! ~ the Board Of Directors: and the Board
| Of Directors may delegate any of its
powers to any officer or officers. or any
I other representative Of the corporation,
! by appropriate resolution to that effect
The first BOARD of Directors of this
| corporation shall be composed Of the
following: Fletcher Fletchincer. Sidney
]. Massicot August Fayer. Arthur ]
! Brandin, Frank 7. FletchinCer. Harold
NJ WesthOlz. with the following rs Off
GERS: Fletcher Fletchinger, President
Arthur J. Brandin, Vice-PreSident; sid
ney J. MasSicot Secretary; Frank ]
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 he elected annually
at a meeting held on the second Wedncs
! dav in January in each year, after such
date. Notice of said meeting shall bt
| given fifteen days prior to the date Of
, said meeting. in writing, sent by mai
70 each stakeholder at his last known
place of residence. The Board Of DireC
tors may change the date of said annual
meeting to any other date by writer
notice to that effect. sent ut least fifteer
DAYS prior to the date to which said an
nual meeting shall he changed, directed
by mail to each stakeholder at his las
known place of residence.
Each stakeholder shall ut such annua
meeting or other meeting, general ol
special, be entitled. in person or ny
proxy. written or Geographic. to On'
vote for each share of stock owned by
him. The election shall be held under
such rules and regulations as may b'
from time to time determined by th'
Board Of Directors.
The directors, when elected. shall hole
office for one year, or until their sue
cesSOrs shall have been elected anC
qualified, and failure to hold the annua
meeting of stockholders or to elect an
nually directors shall not operate th'
forfeiture of this charter or any rights
Hereunder.
Any vacancy occurring in the BOarC
of Directors may he filed by the direc
tors for the unexpired term.
~
of incorporation may he changed, mOdi
fed, altered or amended by and will
the consent of three-fOurths of all tn
stock present or represented at n meet
ing, general or special, held for tina
purpose; and such amendments may ~
material or immaterial. subject only 4
limitation as may be by law provided
and this corporation shall have the RICH
and power to increase its capital stool
| as hereinbefOre set out. and any i'll
crease of the capital stock in excess o
the amount named herein as the amour
to which the capital ctock may be in
creased may be made by a thrse-fourth
vote Of all outstanding stock.
ARTICLE TX. Notice of any and al
meetings referred to in this charter. o.
required by law, ,hall be given in tn
manner provided for giving notices ii
the case of election of directors or b!
publication Of such notice for fifteen day
previous TO such meeting in any dali!
newspaper in the City of New Orleans
> unless the notice of such meeting shall
have been waived: the stockholders an
directors having the right by this char
ter to waive notices at any time and 70
any meeting.
ARTICLE Y. In case of the dissolu
ton. liquidation or termination of thi
charter by limitation or otherwise, tn
affairs of the corporation shall be liqui
dated by one or more liquidators electe'
by a twO-thirds vote of the stockholders
who may provide the number of SAT-
, lquidators and vest them with sue
. power and authority as may be by laS
| permitted, fixing the terms and condi
tons upon which they shall serve, an
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