The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-16
CHARTER.

ARTICLE V-All of the corporate pow
erS vested by law or by this charter shall
he exercised by the board of directors
of this corporation, including the right
to manage, control and direct the affairs
oil the same, the corporate policy, and to
sell the corporation or merge the same
into another corporation. and to take in
payment OF any such sale or merger cash,
bonds, notes or stock OF the purchasing
or merging corporation. or of the new
corporation created for the purpose with
OUT TIE necessity of referring either or
any OF said acts to the stockholders.
The board of directors of this corpora
ton shall be composed of five stock
holders, who shall be elected annually on
the second Monday of January of each
year. Inc hrst board of directors of this
\. Cooney. Percy $. Cooney, Joseph j.
ingolia, Lee McCrocklin and Albert Tul-
lis, who shall hold office until the next
annual meeting on the second Monday of
January. 1923, with Peter A. Cooney, as
president; Percy s. COoney, as vice presi-
dent, and Joseph Ii. Ingolia. as secretary
treasurer Failure to elect a board of
directors at any annual or adjourned
meeting of the stockholders shall con
tlnue the then existing board in office I'M
~ the stockholders elect a new board of
directors at meeting called for that pur-
pose or at any annual meeting. The cleo
tlon OF the board of directors shall be
proceeded by three days written notice
10 The stockholders, delivered in person
1t sen. Dy mail to the address given in
dress of such stakeholder shall have been
registered with the secretary and in de-
ianlt OF either care General Delivery, New
or!cans. Louisiana. The election shall be
heid at the office of the corporation mt
such hour as may be fixed by the in
cumbent board of directors and under the
supervision of three commissioners APP
each stakeholder shall be entitled TO one
wore TO each share of the capital stock
held by him, and the person receiving the
niehest number of votes cast at said cleo
,ioh snail be declared elected, and the
board or directors thus elected shall meet
anu organize as soon after said election
as possible. majority of the whole
poaru snail constitute quorum, and di-
rectOrs absent or unable to attend may
authOrize directors present to represent
them by written proxy filed with the see
rotary and with all the powers such alb
sentee could exercise IL present i'm person
All routine business matters shall he
decided by the majority vote of the
quorum present at such meeting, notwith-
standing anything in this charter or the
law 10 the contrary; but any matter or
thing affecting the general policy, proper
~ or corporate rights of the corporation
shai be adopted only by the vote CT the
,aty or stock held by the individual
tors and proper minute entries shall be
made to show these facts.
The board of directors may establish
py-iaws, rules and regulations for the
government of the corporation. and N
may also create committees for the man
agement OF the several departments Of its
business, including an executive commit
zee OF not less than three 49, members of
the board. which COMMITTEES shall no em-
powered to exercise all the functions of
the board OF directors during the recess
OF the board. save those herein reserved
i2r the full board. The board Of direc-
tors shall nil vacancies occurring in this
BODY during the term thereof. Meetings
or the board Of directors may be held at
such times as shall be set by the board
,seit' or at the call Of the president and
at the request of any two stockholders.
ARTICLE vI-This charter NAV be
amended and the capital stock increased
and decreased with the consent of two
thirds Of all of its stock expressed at a
meeting called for that purpose, or In any
other way permitted by law.
ARTICLE vII-This charter NAV be
dissolved with the consent Of two-thirds
OF the issued and outstanding CAPITAL
stock expressed at meeting called for
ina, ina, purpose, or In any way permitted by
law. Upon the dissolution of the corpo-
ration by limitation or otherwise the
stockholders shall elect from among their
NUMBER one or more iquidators, and fix
the terms, conditions and other proyi-
sions regarding the liquidation, as well
as the compensation of the liquidators
ARTICLE vIII-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due this corporation on the shares owned
Dy him. nor shall any mere informality in
the organization have the effect of render
ing this charter null or of exposing the
stockholders to any liability beyond any
unpaid balance '
ARTICLE IX-wherever notice is re-
qulred by law or by this charter the same
may be given in writing, delivered I'm per-
son or sent to the last known address, as
fhAA In Att
Ter. and twenty-four hours will be SUM-
cient Tor all purposes except where
otherwise prescribed by law. ANY and
an notices required by law or by this
consent of the board of directors or the
stockholders, as the case NAV be. and
such waiver shall be entered on the min
u'es OF the meeting to which they apply.
linus done and passed in my notarial
onice. In the City Of New Orleans. state
OF Louisiana, on the date aforesaid. in
me presence Of BENJAMIN w. Dart and
hereunto signed their names with the said
parties, and they have set out their adj
dresses and the number of shares held
Dy them; and me, notary, after reading OF
Witnesses: BENJAMIN W. Dart, John
ORIGINAL sIGNED)
p: A. cooney. 22a5 shares; joseph ]. In
goha, shares: p. 8. Cooney. 255 full
shares A. Tullis, share; Lee McCrock-
(SeaD HENRY p DART t.
Notary Public.
1 certify that the foregoing charter of
the National Oil Works Of Louisiana Inc.
Is true and correct copy Of the original
on file In my notarial arches
New Orleans. La. October 31st 1922.
tSeaD HENRY p. DART, Jr.,
State on ,o, Notary Public.
PARISH OF ORLEANS,
CITY OF NEW ORLEANS.
Before. me. the undersigned authority.
personally came and appeared: Peter
Cooney and Percy s. Cooney, both OF
whom declared that they are of age and
residents OF the City Of New Orleans and
mat they are two Of the original incorpo-
rators OF National Oil Works of Louisi-
ana. Inc; that all Of the capital stock has
oeen subscribed for and to be paid for as
J.; Peter A.. Coonsy, New Orleans. In.
<,z3f shares. by the surrender to the cor.
poration OF A7 shares of the capitaI
STOCK OF the National Oil Works. Inc. q
corporation organized under the state
laws OF mississippi and now actively en-
saged In business in this city, valued at
x,too.O BY transfer and delivery TO
tne corporation OF one certain mortgage
note made and subscribed by the Ma
,o}1 on Works; Ltd. dated April 2.
igI' payable to the order Of itself in tho
after date with interest at the rate soz
per annurh until paid and by itself en-.
dorsed; claim for 5000 Of money adj
vanced to said cOruoYatfon an ths GA