The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-09
CHARTER.


only upon the books of the corporation.
ARTICLE V-AlI of the corporate pow
'rS vested by law or by this charter shall
be 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 the necessity of referring either or
any OF said acts to the stockholders.
The board of directors of this corpora
ti"n shall Ice composed of five stock
holders, wh" shall be- elected annually on
IN" second Monday of January of each
year. The first board of directors of this
corporation shall be composed of Peter
lngolia. Lee McCrockln and Albert Tul-
Us, who shall hold office until the next
annual meeting on the second Monday of
January. 1923. with Peter \. C0Oney, as
president; Percy S. COOney as vice presi-
dent, and Joseph II. IngOla 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
az the stockholders elect Il new board of
directors at meeting called for that pur-
pose, or nj any annual meeting The cleo
ton OF the board of directors shall he
TO the stockholders. delivered in person
or sent by mail to the address given i'm
IN" current city directory. unless the ad-
hrc>N OF such stakeholder shall have been
registered with the secretary, and in de
tault of either. care General Delivery. New
orleans. Louisiana. The election shall be-
h"ld at TN" office of the corporation at
such hour may be- fixed by the in
cumbent board of directors and under the
supervision OF three commissioners an
pointed by the same. At such meeting
each stakeholder shall be entitled To one
vote to each share of the capitaI stock
held by him. and the person receiving the
highest number of votes cast at said cleC-
non shall be declared elected and the
board OF directors thus elected shall meet
ana organize soon after said election
as possible. \ majority of the whole
board shall constitute a quorum, and di-
rectors absent or unable to attend NAV
authorize directors present to represent
them by written proxy filed with the sec
rotary. and with all the powers such an
sentee could exercise if present in person
All routine business matters shall be
decided by the majority vote of the
quorum present at such meeting notwith-
standing anything in this charter or the
law To the contrary; but any matter or
thing affecting the general policy proper
~ or corporate rights of the corporation
shall be adopted only by the vote of the
majority of stock held by the individual
members Of the whole board Of direc-
TORS, ana proper minute entries shall be
hidht 10 SHOW THESE facts.
The board of directors may establish
Dy-laws. rules and regulations for the
government Of the corporation and il
may alsO'create committees for the man
aSement OF the several departments of its
business, sincluding an executive commit
zee OF not less than three 90 members of
the board. which committee shall be EN-
powered to exercise all the functions of
the board of directors during the recess
of the board, save those herein reserved
I'd ~
tors shall nil vacancies occurring in this
body during the term thereof. Meetings
of the board of directors may be held at
such times as shall be set by the board
Itself, or at the call of the president and
at the request of any two stockholders.
ARTICLE VI-This charter may be
amended and the capital stock increased
ana decreased with the consent of two
thirds OF al OF its stock expressed at
meeting called for that purpose, or in any
other way permitted by law.
ARTICLE VII-This charter may be
dissolved with the consent of two-thirds
of the issued and outstanding capital
STOCK expressed at a meeting called for
mat 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 liQuidators and fix
tne terms, conditions and other proyi-
SONS regarding the liquidation, as well
as the compensation of the liduidators
ARTICLE yIII-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
que this corporation on the shares owned
by him, nor shall any mere informally 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 1X-Whereyer notice is re-
CURED by law or by this charter, the same
may be given in writing, delivered in per-
son or sent to the last known address, as
is prescribed in Article V Of this char
ter and twenty four hours will be SUM-
clent Tor all purposes except where
otherwise prescribed by law ANY and
charter may re Sq wav eS or by this
consent of the board of directors or the
stockholders. as the case may be. and
such waiver shall be entered on the min
utes of the meeting to which they appIy.
mus done and passed in my notarial
once, in the City of New Orleans. State
OF Louisiana, on the date aforesaid. In
me presence of benjamin w. Dart and
John Dart. competent witnesses. who have
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
n Witnesses; Benjamin W. Dart, John
ORIGINAL SIGNED)
p. 4. Cooney. 2235 shares. Josanb 7,
coma, shares: p. s. Cooney. 21 fnlI
Snares; a. Tullis, / share; Lee McCroek
lin, shares
(SeaD HENRY p Mann r.
Notary Public
certify that the foregoing charter n,
me National Oil Works of Louisiana. Inc
is true and correct copy Of the original
on hie in my notarial arches.
New Orleans. La. October s1s.. 1922.
"oedi' HENRY =. DART. Jr.,
Sr,rr n, Notary Public
PARISH OF ORLEANS
CITY OF NEW ORLEANS.
BEFORE me. the undersigned autboritv
personally came and appeared: Peter
13ohey and Percy s. Cooney, both OF
Whom declared that they are of age and
resldents OF the City OF New Orleans and
mat they are two of the original fncorno-
ra,ors or National Oil Works of LouisI
ana, Inc; that all of the capital STOCK ba.
s eerh subscribed for and to be paid for as
follows, towit:
q j. Peter A. Cooney, New Orleans Ia
.,<of shares. by the surrender to the cor
poration or 347 shares Of the capitaI
stock or the National Oil Works, Inc.
yYorporation ORGANIZED under the State
laws or Mississippi and now actively on
saged In business In this city. valnsd NJ
sl,IS5OO. BY transfer and delivery 70
the corporation OF one certain mortgaee
note made and subscribed by the Ma.
tonal Oil Works. Ltd. dated Anrii .
BiI' payable to the order of itself in the
sum or $4,000. on or before five wears
after date with interest at the rate 60
per annum until paid and by itself en-