The herald., 1922-04-13
CHARTER.

needed repairs and extensions to the COM
panies plants and necessary extensions
| to its business the said further amount
shall be divided pro rata among the hold
| ers Of the preferred and common stock
! in accordance with their holdings; pro-
vided, however that the Board of Direc-
tors OF the company may in their dis
erection declare dividends in any fiscal
year on the common stock, but no such
! dividends shall be declared on the COM
mon stock, unless all cumulative dividends
for previous years and all accrued INSTALL
ments, IL any for the current year, on the
preferred stock shall have been set apart
| or paid.
The holders Of the preferred stock shall
| in case Of liquidation or dissolution of
| the company, be entitled to be paid in full
the par value of this preferred shares and
the dividends accumulated and unpaid
thereon, before any amount shall be paid
to the holders of the common stock. Said
preferred stock shall be subject to re-
demption at One Hundred and Ten Dol
! lars SllOOO) per share and accumulated
| dividends thereon at any time after one
year from the issue thereof at such time
or times and in such manner as the
Board of Directors shall determine.
ARTICLE Iv.-The objects and pur-
poses for which this corporation is or
ganiZed and the nature of the business
to be carried on by il is hereby declared
to be: To carry on at LoyOla University
in the City of New Orleans, Parish of
oTltdnS. SlHte OF l4OulSldnH. or ELSEWHERE,
an Auto Mechanic School or schools,
where students may obtain on moderate
terms. sound and practical general and
technical auto mechanic training of the
highest order, to provide for the instruc-
ton of students. shop practice. classes,
individual instruction, exhibitions and
conferences, calculated directly or indi-
rcctly, to advance the practical knowledge
and general professional aH1 technical
education of the student.
To manufacture, construct and deal in
automobiles, motor trucks, vehicles, auto
and truck parts, machinery. appliances
and accessories and auto machine plants
or every kind, nature and description
whatsoever to acquire by purchase lease
ar otherwise and to manufacture con-
struct, rebuild or repair automobiles,
trucks and machines and machinery of
every kind whatsoever, and to equip,
erect and install the same for use and
operation by electricity, compressed air.
oil, gas or by any other means Of natural
power and to operate, sell, lease or hire
the same and to carry on general manu-
featuring rebuilding wholesale and retail
auto and truck business, as well as a
general accessory and supply business.
ARTICLE V.-The corporate powers OF
this corporation shall be vested In and
exercised by Board of Five Directors,
majority Of whom shall constitute a
quorum for the transaction of business.
From the Board Of Directors shall be
. chosen four officers namely, President,
Vice President, Secretary and Treas
urer, both Of last named officers may be
held by a single director.
The first Board of Directors and the
officers of this corporation shall be
elected at the first meeting OF the stock
holders and Directors respectively, held
after the passing of this charter, and
they shall serve as such until the second
, Monday of January, 1923, or until their
, successors are duly qualified and elected
Absent directors may vote at any direc-
tors meeting, by a proxy in writing given
to another director, and made for a speci.
fic or particular meeting.
| ARTICLE VI-The corporate powers of
forth by Section Seven "a of Act 267. of
the year 1914 and shall be duly employed
by and through the Board of Directors.
The Board of Directors may without
and mortgage real estate, buy, SELL, mort
gage or hypOthecate any part of the en-
tirety Of the assets, business, rights or
good will of this corporation. all upon
such terms. conditions and for such price
sums or assets as the Board Of Directors
ed the capital stock may be increased
ARTICLE VIl.|Thgs act of i.corpora
ton may be modified, changed or alter
decreased. modified or added to, or the
number of shares may be change, or this
corporation may be dissolved by vote
Of twO-thirds Of the amount Of capital
stock when present or represented and
! voting at a general meeting of the stock
holders convened for such purpose or pur-
poses. after thirty 500 days notice by
: publication in a newspaper In the City OF
New Orleans, and written notice duly ad-
dressed and mailed to every stockholdei
! of record at his last known address, oil
IL such address is unknown, then by mail
eral Delivery, New Orleans Louisiana, a.
least thirty (30r days previous to said
; meeting.
Such meeting or meetings may be called
at any time by the Board Of Director,
! upon its own motion, and must be called
ha written raOnpSt
!, of stockholders holding a majority OF the
capital stock of this corporation.
Z Upon dissolution of this corpration BY
Z the action of its stockholders, as aforesaid
. or at the expiration of its charter, its af
, fairs. shall be liquidated by three com
E missioners. appointed by majority o.
the stockholders present or represented
and voting at said general meeting. Thu
manner of liquidating, the compensation
i and the powers of the commissioners, and
c all other matters pertaining to the liquid
/ alton of this corporation shall be FIXED
7: and determined by a majority Of tn,
voting at such general meeting Of stock
holders.
: ARTICLE vIII.-No stakeholder shall
: ever be liable for the contracts, faults Oh
: debts of this corporation nor shall an!
: mere informality in the organization o
{ this corporation have the effect Of rem
dering this charter NULL or rendering an!
: stakeholder liable beyond the unpait
! amount, any, remaining que on III
stock.
! ARTICLE IX.-The First Board Of Di
q rectors Of this corporation is hereby fixet
3 at five in number and shall be composed
= Of N. l.. Bird. 1904 Louisiana Ave-; l.. A
!. wertheimer, Loyoia Inn; c. A, Primer
/ 626 Delaronde St.: John A Swadener, 80
i Hillary St.; Martin Willis, 1880 State st
o New Orleans, La, who shall serve unit
$ the first meeting Of the stockholders
this corporation, or until their successor
shall have been elected. qualified and in
stalled with N. L. Bird as President.
A. Swadener, as Vice-President. M. Will
as Secretary, and c. A. Primer as Treas
urer. who shall hold office until the frs
1. regular meeting OF the Board Of Direc
/, tors of this corporation or until his sue
|. cessors shall be elected, qualified and in
j. stalled
h Thus done and passed in my notaria
e office in the City of New Orleans. a
y aforesaid, in the presence Of c.
e Speirer and Eugene III. Hayford. com
| petent witnesses of lawful age an
residing in this city, who hereunto sub
II scribe their names, together with sal