The herald., 1922-05-04
CHARTER

tprpSt III a certain ldlfhl VI Ni'7N'A
Operator, bearing the Serial No. 1i,.lu.
of the United States Patent Office. dated
January 81. 1872; to contract relative |"
the manufacture and sale OF such pat
cnted article or articles covered 10y such
patent. and generally To do and perform
all things pertaining TO and incidental
TO the carrying out and proper cN"'u-
tiOu of the objects aud purposes mere
inabOve mentioned.
ARTICLE ". The capital stock of
this corporation is hereby lNed al the
sum of Five Thousand Dollars tSJuuu"u'.
and shall be- divided into and represented
10y one hundred shares OF common Sio'N
of the par value of Fifty Dollars each.
Said stock shall br pah for in cash.
or by property. or for services actually
rendered To the corporation. or other
equivalent of cash, as provided 10y law.
and i'll such manner and mt such tim"
and in such iu>tallm"nt> a. may l." pre-.
scrhcd 10y the Board "t Directors.
This corporation shall become going
. concern aud shall Ice authorized 10 com
mencc business as soon a> nifty i"ol per
f cent. al it, capital stock shall AaN" been
subscribed and nifty per cont "t all storh
subscribed for shall in fact have h""u
paid for either ia cash or its equivalent.
ARTICLE V. tn" capital stock col
this corporation may b" increased Too
the sum of Fifty Thousand Dollar,
T $50 600 uut hy a vote Of two thirds of all
. the stock present or represented al "a
snpriaI needing called for that purpose.
or AT Il regular annual meeting II i"e
. corporation.
ARTICLE VI. All certificates Of stock
/ issued by this corporation shall 10"
| signed and couutrr>i-nrd 10y President
. or President aud Secretary.
The stock of this corporation "an Ice
, transferred only on the books Of tn
! corporatiou. and subject to such rr-ul1-
tiuns and formaliIe> a. may b" by the
/ Board of Directors from time 10 time
prescribed No stakeholder shall De per.
/ mitted To sell or otherwise dispose oi
| his stock without first Offering ih" same
in writing L. the other stockholders.
through the Board of Directors. AT "a
price not exceeding the book Nalu" there
Of: and said stockholders. in proportion
To- their holdings, shall have an option
and first right To purchase nj TIA" book
value of such stock ON December II. last
preceding. all the shares of stock To hr
thus disposed Of 10y sale or oth"rWl~
of any of the stockholders. and shall
have a period Of ten days IN which I"
accent or decline said offer. Should fhH
I stockholders decline to purchase Satd
stock then such stakeholder II at hhert!
to sell or dispose of the stock. ana may
do 80 in any manner aud at any pre-"
he may deem tit.
Each share of stock is issued herein
upon the condition and understanding
that no stockholder 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 corporate" powers
! of this corporation shall be vested in ana
. exercised 10y Board of not less than
three nor more than six directors. al
the option of the stockholders two to
constitute quorum when there are
three directors. three To constitute
quorum when there are more than three
and less than six directors. and four 1,
constitute quorum should there be SiN
\ directors. for the transaction of business
( The directors of the corporation may
vote in person or by written or tel"
4 | graphic PROXY at any of the meetinG'
of the Board of Directors; and the Boar
o of Directors may delegate any of IL
- powers to any officer or officers, or any
} other representative of the corporation
r. by appropriate resolution TO that effect
. The first Board of Directors OF thl
T corporation shall be composed Of tn
a following: Fletcher Fletchinger. Sidne'
j. MasSicot, August Faver. Arthur j
u Brandin. Frank ]. Fletchinger. Harol'
:. VI. WesthOlz, with the following as ofh
= GERS: Fletcher Fletchinger. President
r Arthur J. Brandin, Vice-President; Sid
= ney ]. Massicot, Secretary; Frank J
$ FletChinger. Treasurer. and they sha
:. serve until the second Wednesday in Jan
y uary, 1913, or until their SUCCESSORS dI
# elected and qualified.
: The directors shall he elected annual
h at a meeting held on the second Wednes
d day in January in each year, after sue
date. Notice of said meeting shall b
given fifteen days prior to the date G
said meeting. in writing. sent by ma
to each stakeholder at his last know
place of residence The Board of Diret
tors may change the date of said annu;
t meeting to any other date by write
:. notice to that effect. sent at least hftee
NJ DAYS prior to the date to which said M
r nuaI meeting shall be changed, directe
, by mail to each stakeholder at his la'
a known place of residence.
in Each stockhOlder shall at such annu
meeting or other meeting, general
special, he entitled, in person or 3
proxy written or telegraphic, to oI
vote for each share of stock owned I
him The election shall be held und,
such rules and regulations as may
from time to time determined by Il
Board of Directors
The directors when elected. shall no
office for one year, or until their su
r cessors shall have been elected al
qualified. and failure to hold the annu
OF meeting of stockholders or TO elect a
OF nually directors shall not operate q
rs forfeiture of this charter or any righ
ne Hereunder.
he ANY vacancy occurring in the Boa
IL of Directors may he filed by the dire
VI tors for the uneNplred term.
v ARTICLE VIII. This charter and =
T., OF incorporation may be changed, moo
no fed, altered or amended by and wi
M the consent of three-fourths Of all t
's- stock present or represented at a NEE
ed ing general or special, held for IN
nj purpose; and such amendments may
es material or immaterial. subject only
lly Limitation as may be by law provide
ne and this corporation shall have the rig
en- and power to increase its capital sto
ir- as hereinbefOre set out, and any
rs crease of the capital stock in excess
IL, the amount named herein as the amou
no to which the capital ctOck may be
I'VE creased may be made by thrse-fourt
ase vote Of all outstanding stock.
no ARTICLE IN. Notice of any and
her meetings referred to in this charter,
So required by law, shall be given in
on manner provided for giving notices
me the case Of election of directors, or
len publication of such notice for fifteen da
TO- previous to such meeting in any da
newspaper in the City of New Orlea
MS unless the notice of such meeting sh
Elk have been waived: the stockholders a
der directors having the right by this ch;
yer ter to waive notices at any time and
or any meeting.
" ARTICLE Y. In case OF the disso
o. tiOn. liquidation or termination OF {
'n, charter by Limitation or otherwise,
49, affairs of the corporation shall be liq
ooI. dated by one or more liQuidators cleo
10 by a two-thirds vote of the stOckholdt
w. tho numbpr of