The herald., 1922-04-27
CHARTER


of the United States Patent Office, dated
January 81, 1922; to contract relative to
the manufacture and sale of such pat
ented article or articles covered by such
patent, and generally to do and perform
all things pertaining to and incidental
to the carrying out and proper eNecu-
ton Of the objects and purposes here
in3bove mentioned.
ARTICLE ". The capital stock of
this corporation is hereby fixed at the
sum of Five Thousand Dollars (S5,OOO.OO),
and shall be divided into and represented
by one hundred shares of common stock
of the par value of Fifty Dollars each.
Said stock shall be paid for in cash,
or by property, or for services actually
rendered to the corporation, or other
equivalent of cash, as provided by law,
and in such manner and at such time
and in such installments as may be pre-
scribed by the Board of Directors.
This corporation shall become a going
concern and shall be authorized to com
mence business as soon as fifty (Js) per
cent of its capital stock shall have been
subscribed and fifty per cent of all stock
subscribed for shall in fact have been
paid for. either in cash or its equivalent.
ARTICLE V. The capital stock of
this corporation may be increased To
the sum of Fifty Thousand Dollars
($5000OOO) by vote of twO-thirds OF all
the stock present or represented At
special meeting called for that purpose,
or at regular annual meeting Of the
corporation.
ARTICLE VI. All certificates of stock
issued by this corporation shall be
signed and countersigned by President
or Vice President and Secretary.
The stock of this corporation can be
transferred only on the books of the
corporation, and subject to such regula-
lions and formalities as may be by the
II e in1n
prescribed. No stakeholder shall be per
mitted to sell or otherwise dispose OF
his stock without first Offering the same
in writing to the other stockholders,
through the Board of Directors, at a
price not exceeding the book value there
to their holdings, shall have an option
and first right to purchase at the book
value of such stock on December 81, last
preceding, all the shares of stock to be
thus disposed of by sale or otherwise
of any of the stockholders. and shall
have a period of ten days in which to
accept or decline said offer. Should tho
stockholders decline to purchase said
stock. then such stakeholder is at liberty
| to sell or dispose of the stock, and may
do so in any manner and at any price
he may deem fit.
Each share of stock is issued herein
upon the condition and understanding
| that no stakeholder shall sell or other
| wise transfer his stock in violation here
of. and any such sale or transfer, If
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 and
exercised by a Board of not less than
| three nor more than six directors, at
the option of the stockholders, two TO
| constitute a quorum when there are
| three directors, three to constitute
| quorum when there are more than three
and less than Xix directors, and four to
| constitute a quorum should there be six
directors, for the transaction of business
| The directors of the corporation may
| vote in person or by written or tele-
! graphic proxy at any of the meetings
| of the Board of Directors; and the Board
of Directors may delegate any of Its
| powers to any officer or officers, or any
| other representative of the corporation
| by appropriate resolution to that effect
The first Board of Directors of thi:
| corporation shall be composed of the
following: Fletcher Fletchinger, Sidney
j. Massicot, August Faver, Arthur
Brandin, Frank J. Fletchinger, Harold
NJ. westholz, with the following as Off
GERS: Fletcher Fletchinger, President
Arthur ]. Brandin, Vice-President; Sid
ney ]. Massicot, Secretary; Frank J
Fletchinger, Treasurer, and they shall
uary, 1923, or until their successors arr
elected and qualified.
| The directors shall be elected annual,
at a meeting held on the second Wednes
day in January in each year, after sucl
date. Notice of said meeting shall b.
given fifteen days prior to the date o
said meeting. in writing, sent by mai
to each stakeholder at his last know
place of residence. The Board of Direc
tors may change the date of said annua
meeting to any other date by writer
notice to that effect, sent at least ffteel
days prior to the date to which said an
nual meeting shall be changed, directet
by mail to each stakeholder at his les
known place of residence.
Each stakeholder shall at such annua
meeting or other meeting, general o
special, be entitled, in person or b.
proxy. written or Geographic, to on
vote for each share of stock owned b.
him. The election shall be held unde
such rules and regulations as may b
from time to time determined by tn
Board of Directors.
The directors, when elected. shall hol
office for one year, or until their sue
cessors shall have been elected an
qualified, and failure to hold the annua
T meeting of stockholders or to elect an
nually directors shall not operate tn
: forfeiture of this charter or any right
Hereunder.
ANY vacancy occurring in the Boar
of Directors may be filed by the direC
tors for the unexpired term.
| ARTICLE VIII. This charter and aC
of incorporation may be changed, mod
fed, altered or amended by and wit
the consent of three-fourths of all III
stock present or represented at a NEE
ing, general or special, held for thf
5 purpose; and such amendments may /
: material or immaterial. subject only I
Q limitation as may be by law provided
/ and this corporation shall have the rigf
= and power to increase its capital stoc
as hereinbefore set out, and any II
. crease of the capital stock in excess ,
I the amount named herein as the amour
q to which the capital ctock may be IN
0 creased may be made by a three-fourtf
vote of all outstanding stock.
r ARTICLE TX. Notice of any and a
= meetings referred to in this charter.
\ required by law, shall be given in I'll
o manner provided for giving notices
h the case of election of directors, or b
publication Of such notice for fifteen dan
previous to such meeting in any dali
5 newspaper in the City of New Orlean
2 unless the notice of such meeting sha
r have been waived: the stockholders an
r directors having the right by this cha
: ter to waive notices at any time and fl
= any meeting.
; ARTICLE Y. In case of the dissolI
= ton. liquidation or termination OF tn
!, charter, by limitation or otherwise, Il
. affairs of the corporation shall be liqu
K dated by one or more liquidators electt
;. by a two-thirds vote of the stakeholder
: | who may provide the number of sa
q liduidators and vest them with sue