The herald. [volume] (New Orleans, La.) 1905-1953, 1922-12-14
CHARTER.

any or SAID acts TO the STOCKHOLDERS.
The board of directors Of this corpora
ton shall be composed Of five stock
holders, who shall be elected annually on
the second Monday of January OF each
corporation shall be composed of Peter
A. Cooney, Percy s. 'Cooney, Joseph j.
Ingolia, Lee McCrocklin and Albert Tul-
lis. who shall hold office until the next
January. 1923, with Peter A. Cooney. as
president; Percy s. Cooney, as vice presi-
dent. and Joseph III. Ingolia. as secretary
treasurer. Failure to elect board OF
directors at any annual or adjourned
meeting of the stockholders shall con-
tinue the then existing board in Office I'M
til the stockholders elect new board OF
directors at meeting called for that pur-
pose, or at any annual meeting. The cleo
ton of the board of directors shall be
preceded by three days written notice
to the stockholders, delivered in person
or sent by mail to the address given in
the current city directory, unless the ad-
dress of such stakeholder shall have been
| registered with the secretary, and in de-
fault of either, care General Delivery, New
Orleans, Louisiana. The election shall be
held AT the Office of the corporation at
such hour as may be fixed by the in
cumbent board of directors and under the
supervision of three commissioners APP
pointed by the same. At such meeting
each stakeholder shall be entitled to one
| vote to each share of the capital stock
| held by him, and the person receiving the
highest number of votes cast at said cleo
4 tion shall be declared elected, and the
| board of directors thus elected shall meet
/ and organize as soon after said election
as possible. A majority of the whole
| board shall constitute quorum, and di-
! rectors absent or unable to attend may
| authorize directors present to represent
them by written proxy filed with the sec
rotary, and with all the powers such alb
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
ty 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, and proper minute entries shall be
made to show these facts.
The board of directors may establish
bylaws, rules and regulations for the
| government of the corporation, and IL
may also create committees for the man
agement of the several departments of It's
business, including an executive commit
tee of not less than three (3) members oil
the board. which committee shall be EN-
powered to exercise all the functions o.
the board of directors during the recess
of the board, save those herein reserved
for the full board. The board OF direc
tors shall fill vacancies occurring in this
body during the term thereof. Meeting,
of the board of directors may be held a.
such times as shall be set by the board
ITSELF or at the call Of the president anC
at the request Of any two stockholders,
| ARTICLE VI-This charter may o.
amended and the capital stock increased
and decreased with the consent OF Two
thirds of all Of its stock expressed at
meeting called for that purpose, or in an.
| other way permitted by law.
| ARTICLE VII-This charter may o.
dissolved with the consent of two-third
of the issued and outstanding CAPITA
1
that purpose or in any way permitted o!
law. Upon the dissolution of the. corpo
ration by limitation or otherwise, IN
stockholders shall elect from among thel
number one or more hquidators, ana N,
the terms. conditions and other Prov
sions regarding the liquidation, as wei
as the compensation OF the nqulua'ors.
ARTICLE VIII-No stakeholder shall
ever be held liable or responsible for tn
contracts or faults of this corporation II
, any further sum than the unpaid balanc
due this corporation on the shares oMhe'
. by him. nor shall any mere informality II
. the organization have the effect OF rehoer
ing this charter null or Of exposing IN
a stockholders to any liability beyond an
hRTICIE IX-wherever notice is re
auired by law or by this charter, the sam
may be given in writing. delivered IN per
!, SON or sent to the last known address,
is prescribed in Article en, Oh th hs snfj
: cient for all purposes except wner
!, otherwise prescribed by law. Any an
= ALI notices required by law or oy I'M
: consent Of the board Of directors or tn
= stockholders as the case may De, an
: such waiver shall be entered on tine NH
s utes Of the meeting to- which they appi'
: Thus done and passed in my notari,
s office, in the City Of New Orleans. Sta'
: of Louisiana, on the date aforesaid, J
o the presence of Benjamin w. Dart an
d John Dart. competent witnesses. VINO nay ma,
i hereunto signed their names with the ssi
b parties, and they have set out their aS
dresses and the number of shares mel
IS by them. and me, notary, after reading
8 the whole.
: witnesses Benjamin W. Dart, Jon
d doRIGINAL sIGNED)
e p. A. Cooney. 2235 shares; Joseph j. II
o polia, 8 shares: p. 8. Cooney. 90 Iu
d shares: A. Tullis, / share; Lee McCroci
: M tse e 1A HENRY P: DART; Jr;;
e certify that the foregoing charter I
e the National Oil Works Of Louisiana, Inc
L is true and correct copy OF tine onsin
VI New Orleans. La, October 3lst; W.
h tseaD HENRY p. DART; Jr;
ri Notary Publ
IF STATE OF LOUISIANA.
'e PARISH OF ORLEANS.
70 CITY OF NEW ORLEANS.
BEFORE me. the undersigned antnorit
nersonally came and appeared: Peter
Cooney and Percy s. Cooney, ooth
;, whom declared that they are or age al
~ residents of the City of New orleans an
~ that they are two Of the original incorp
~ rators Of National Oil works OF LOUIE y.
ana, Inc. that all Of the capitaI stock ~
been subscribed for and to be paid for
"a follows, to-wft: r,
q i. Peter A. Cooney. New Orleans. Ii
i 134 shares. by the surrender 10 the GO
e noration Of 347 shares Of the capt.
L stock Of the National Oil Works, Inc,
is corporation organized under the ota
"a Laws of Mississippi and now activeiy e
~ gagged in business in this city; valued
~ s1.735OO. By transfer and delivery
&c the corporation Of one certain mor'eS
ie note made and subscribed by the n
II tional Oil works. Ltd. dated April
. 1917, payable to the order or 1tset IN -
- sum Of $4,000. on or before nVe yea
- after date with interest at the rate o
per annum until paid and by itse1 Z
dorsed: claim for 5000 OF money -
vauced to said corporation on the =
: day of April. 1917, to take mp ana q,
charge the two certain mortgage NO,
or granted TO Edgar Howard Farrar oy y
=. tional OIL Works, Ltd, on Marcn
y 1917: his unpaid salary and All ot9
~ claims for interest against NaL ona !.
ns works. Inc. in the sum OF $S.OOVV'
se.l oil filling station and real properly -
appurtenances at the corner OF CARO-
n Tor, Avneue and Oleander street. az gu
asl of $4,000: his one certain promlsso
A. A.An G0TDOI