The herald., 1922-12-07
CHARTER.


any of 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
year. The first board Of directors Of this
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
annual meeting on the second Monday of
January, 1923. with Peter A. Cooney as
president; Percy s. Cooney, as vice-presi-
dent, and Joseph H. Ingolia, as secretary
directors at any annual or adjourned
meeting of the stockholders shall con-
tinue the then existing board in office un-
III the stockholders elect a new board of
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 az either. care General Delivery, New
orleans, Louisiana. The election shall be
held at the Office of the corporation al
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
ton shall be declared elected, and the
board of directors thus elected shall meet
and organize as soon after said election
as possible. majority of the whole
board shall constitute a quorum, and di-
rectors absent or unable to attend may
authorize directors present to represen,
them by written proxy filed with the sec
rotary, and with all the powers such alb
sentee could exercise IL 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 oil
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, and proper minute entries shall be-
made TO show these facts.
The board of directors may establish
bylaws. rules and regulations for tht
government of the corporation, and il
may also create committees for the man
agement of the several departments of it,
business, including an executive commit
tee of not less than three go members OF
the board, which committee shall be EN-
powered to exercise all the functions oi
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 and
at the request of any two stockholders.
ARTICLE VI-This charter may b,
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 any
other way permitted by law.
ARTICLE VII-This charter may b
dissolved with the consent of two-third:
OF the issued and outstanding capita
stock expressed at meeting called fol-
that 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 theil
number one or more hquidators, and n,
the terms conditions and other provi
sions regarding the liquidation. as wei
as the compensation of the hquidators.
ARTICLE VIII-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation II
any further sum than the unpaid balance
due this corporation on the shares owned
by him. nor shall any mere informality II
the organization have the effect of render
ing this charter null or of exposing the
stockholders to any liability beyond any
unpaid balance.
ARTICLE IX-Wherever notice is re
quired by law or by this charter. the same
may be given in writing, delivered in per
son or sent to the last known address, al
is prescribed in Article of this char
ter, and twenty -four hours will be sum
cient for all purposes except whert
otherwise prescribed by law. Any and
all notices required by law or by thl'
charter may be waived by unanimous
consent of the board Of directors or the
such waiver shall be entered on the min
utes of the meeting to which they apply
Thus done and passed in my notaria
office. in the City of New Orleans, state
of Louisiana, on the date aforesaid, II
the presence Of Benjamin w. Dart ano
John Dart, competent witnesses, who nave
hereunto signed their names with the SAID
parties, and they have set out their ad.
dresses and the number of shares heio
by them. and me, notary, after reading oi
the whole.
|. witnesses: Benjamin W. Dart. Johr
(ORIGINAL. SIGNED)
p A Cooney, 2235 shares: Joseph j. In,
golia shares; p. s. Cooney. 2o5 fui
shares; A. Tullis, 1 share; Lee McCrock'
JseaD HENRY P. DART. Jr:,
Notary Public
I certify that the foregoing charter OF
the National Oil Works Of Louisiana, Inc
is a true/and correct copy OF the orislna
on file in nay notarial arches.
New Orleans, La, October 31st. 1922.
(SeaD HENRY P. DART. Jr.,
Notary Public
PARISH OF ORLEANS,
CITY OF NEW ORLEANS.
Before me, the undersigned authority
personally came and appeared: Peter A
Cooney and Percy s.. Cooney, both o.
whom declared that they are Of age anG
residents of the City Of New Orleans anc
that they are two of the original fncorpo'
rators Of National Oil Works of Louisi
ana. Inc: that all Of the capital stock has
been subscribed for and to be paid for al
follows, to-wit:
i. Peter A. Cooney, New Orleans, La.
Q 234 shares by the surrender to the cor.
poration of 347 shares of the capita
stock of the National Oil Works. Inc, .
corporation organized under the STATE
Laws of Mississippi and now actively en-
gagged in business in this city: valued a,
sI,735O0. By transfer and delivery te
note made and subscribed by the Ma
tional Oil Works. Ltd. dated April z
1917. payable to the order of itself in tbs
sum OF $4,000. on or before five year.
after date with interest at the rate oT
per annum until paid and by itself en-
dorsed; claim for 5000 OF money al
yanced TO said corporation on the INC
day of April, 1917. to take up and dis
charge the two certain mortgage note'
granted to Edgar Howard Farrar by Ma
tional Oil Works, Ltd, on March n
1917; his unpaid salary and all othel
claims for interest against National VI
Works. Inc. in the sum OF $3,0O0W; tns
oil filling station and real property ane
appurtenances at the corner Of Carroll
ton Avneue and Oleander street. at sun
Of $4,000: his one certain promlssors
note payable to the order Of the corpora.
tion in the sum of $31 900 to be paid and