The herald. [volume] (New Orleans, La.) 1905-1953, 1922-04-13
CHARTER.

agree and bind themselves as well as
such other persons as may hereafter be
come associated with them. to form
themselves into a body polite in law
for the objects and purposes and under
articles. terms and considerations follow
ing. tO-wt:
ARTICLE l. The name and title OF
this corporation shall be- SIMPLEX
SLEEVE VALVE COMPANY, INC, and
under its corporate name il shall have
power and authority to have and enjoy
succession for the term of ninety nine
("9) years from the date hereof To
contract. sue and be sued to make and
use Il corporate seal. and the same 10
break and alter at pleasure. to hold. re-
ceive. lease and purchase under it, cor
porate name. property, both real. per
sonal and mixed, and the same 70 sell,
mortgage. pledge, hypothecate, lease or
otherwis" dispose of. To lend any pOr-
ton of its capital stock or income from
other sources or mortgage or other
security, to contract. make and endorse
bills of exchange and promi>sory notes;
to issue bonds. to name and appoint
such officers and agents u.s. the interest
Of said corporation may require: to make
all necessary bylaws for the proper
management of its affairs; 10 acquire
stock and bonds of other corporations;
| to increase or diminish its capital stock,
and generally To do and perform in this
| State or any other state all such things
and exercise such rights and powers per
mitted by law To corporations.
ARTICLE II. The objects and pur.
poses for which this corporation il
organized and the nature of the business
to be carried on by it are hereby de
clared 10 be: To acquire the United
| States and foreign rights for auto
matte sleeve valve devised by John ii.
Stakeholder Of New Orleans. Louisiana,
| together with the inventions. processes,
apparatus and devices included there
under or connected Herewith; To take
| over such United States or Foreign Let
| ters Patent as may be issued for such
inventions and improvements, and par
| ticularly all rights under Letters Patent
! No l3Sj40l therefor. dated July 20. 1921;
to prosecute such other inventions and
improvements in the aforesaid patented
| article as are not already so protected;
to hold all such letters patent, and TO
| operate and manufacture Hereunder and
TO sell the manufactured product, or to
| sell and assign the said patent or the
| rights hereunder in whole or in part;
or to grant licenses i'm respect thereof;
or to dispose otherwise of aud turn to
| account any or all of the same in such
manner as may in the judgment of its
Board of Directors be for the best in
| terests of the company.
! ARTICLE III. The domicile of this
| corporation shall be in the City of New
| Orleans, Parish of Orleans. State Of
| Louisiana, but 1t may establish offices
and agencies throughout the United
States of America All citations or other
legal process shall be served upon the
President of said corporation; or. in the
event of his absence. upon the Vice
President: or in the absence of BOTH
upon the Secretary Treasurer.
ARTICLE ". The capital stock of
this corporation shall be Ten Thousand
| Dollars (S10.OO0OO), to be divided into
| two hundred shares of the par value of
| Fifty Dollars $4,000 each, which shall
hn nafH I'm -
for property, for labor performed or
services actually rendered. The amount
| to which the capital stock Of this cor
pOratiOn may be increased shall be the
sum of One Hundred Thousand Dollars.
This corporation shall be going con-
Germ and authorized to begin business
as soon fifty per cent of the capital
stock has been subscribed for and paid
into said corporation.
The Board of Directors shall have
power to issue full paid stock for prop
erty transferred to said corporation or
for labor and services rendered
ARTICLE V. All of the corporate
powers of this corporation shall be vested
in and exercised by a Board of Direc-
tors composed of not less than three
stockholders, who shall be elected by the
stockholders at the annual meeting of
the corporation. which shall be held on
the third Monday of the month Of jan
uary of each year. A majority Of the
|
for the transaction of business.
The officers of this corporation shall
be a President. Vice-President and n
Secretary Treasurer; provided. however.
! the Secretary-Treasurer may be one
officer or two officers. They shall be
elected annually by the Board of Direc-
: tors from among their number; all direc-
: tors and officers shall be elected for q
term of one year. but shall hold office
until their successors are elected and
qualified.
Any vacancy in the Board of Directors
or offices from whatever cause shall be
filed from among the stockholders by
the remaining members of the Board.
The Board Of Directors shall have
, power, without reference to the share
, holders Of the company, to buy. SELL
lease, mortgage. hypothecste borrow.
issue bonds. notes and pledges Of all
kinds. whether movable or immovable,
and generally to exercise all powers con-
ferred on this Board of Directors by
these articles of incorporation.
All elections shall be by ballot. each
share shall be entitled to one vote, and
the majority Of the votes cast shall elect
At all meetings each stakeholder shall
: be entitled to one vote. either in person
or by written proxy, for each share OF
stock standing in his name on the books
; Of the corporation; provided that no
stock shall be voted at any meeting
which has been transferred upon the
books within thirty days prior to the
said meeting.
ARTICLE VI No stakeholder shall
ever be held liable for the contracts.
faults or debts of this corporation, nor
; shall any mere informality In its organi-
cation have the effect of rendering this
charter void. or of exposing n stakeholder
to any liability beyond the unpaid bal
. ance due on the shares owned by him.
ARTICLE VII. The first Board OF
Directors shall consist Of L. NJ. Dalgarn
President, whose postoffice address Is BOB
Louisiana Building New Orleans. La:
John H. Stakeholder. vice-President, 1904
, Dauphine Street. New Orleans. La, and
f. W. Abel. Secretary Treasurer. =. 100
Caffn Avenue. New Orleans. La.
nj ARTICLE VIII. No stakeholder may
sell, assign or transfer his stock in this
. corporation unless thirty 800 days pre-
vious notice In writing of such intention
to SELL assign or transfer said stock be
{ given to the company previous to said
sale assignment or transfer. and upon
such notice the Board Of Directors shall
have the right to purchase the stock at
its book value by reference to the bal
r ance sheet Of the last fiscal year. Upon
failure Of the Board of Directors TO pass
a resolution before the expiration Of
r thirty (30) days to purchase said stock
4 Mt its book value. said stock may be sold
: In the open market.
= ARTICLE TX. This act of incorpora-
ton may be changed. modified, altered
or amended or this corporation may be
dissolved with the assent of stockholders