The herald., 1922-11-30
CHARTER.

VfOUtTTy-
or other rights to be acquired by the cor,
poration, or for services rendered ana
labor performed. The capital stock may
be increased to one million Nl,OOo,VoO.oo)
dollars.
Shares of stock shall be transferable
only upon the books of the corporation.
ARTICLE V-All of the corporate pow
ers vested by law or by this charter shall
be exercised by the board or directors
of this corporation, including the rlght
to manage, control and direct the affairs
of the same, the corporate policy, and TO
sell the corporation or merge the same
into another corporation, and to take IN
payment of any such sale or merger cash,
bonds. notes or stock of the purchasing
or merging corporation, or OF the new
| corporation created for the purpose with
| out the necessity of referring either or
| 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
| A. Cooney, Percy =. 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 Ii. 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 or
directors at a 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
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. A majority of the whole
board shall constitute a quorum, and di-
authorize directors present to represent
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-
I standing anything in this charter or the
law to the contrary; but any matter OF
thing affecting the general policy, proper
! ty or corporate rights of the corporation
shall be adopted only by the vote Of the
ma jority Of stock held by the individual
I members of the whole board Of direc
I tors, and proper minute entries shall bt
\ made to show these facts.
The board Of directors may establish
I bylaws, rules and regulations for tht
t government of the corporation, and II
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 (3) members Of
: the board. which committee shall be EN-
powered to exercise all the functions Of
\ the board of directors during the reces,
9 Of the board, save those herein reserved
r for the full board. The board Of direc
tors shall fill vacancies occurring in THU
!. 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 ans
!. at the request Of any two stockholders.
ARTICLE VI-This charter may D.
:. amended and the capital stock increased
and decreased with the consent OF two
: meeting called for that purpose, or in an!
|. other way permitted by law.
4 ARTICLE VII-This charter may D
L dissolved with the consent OF two-thfrd
s of the issued and outstanding capita
k stock expressed at a meeting called 70
that purpose, or in any way permitted b.
law. Upon the dissolution Of the corpo
ration by Limitation or otherwise. TN IN
number one or more liquidators, and n
the terms, conditions and other prov
sions regarding the liquidation, as We
c as the compensation of the hquidators.
ARTICLE VIII-No stakeholder sha
= ever be held liable or responsible for tn
8 contracts or faults of this corporation
any further sum than the unpaid balanc
n due this corporation on the shares owne
- by him. nor shall any mere informaiity j
|" the organization have the effect Of render
% ing this charter null or of exposing tn
~ stockholders to any liability beyond an
\, unpaid balance.
l. ARTICLE IX-Wherever notice is re
b, quired by law or by this charter. the sam
v may be given in writing, delivered in pei
son or sent to the last known address, q
If is prescribed In Article Of this CHAR
; ter. and twenty-four hours will be sum
J. otherwise prescribed by law. Any an
IS all notices required by law or by TIL
d charter may be waived by unanimou
re stockholders, as the case may be. an
e such waiver shall be entered on the min
3 utes of the meeting to which they apply
is Thus done and passed in my notaria
: office, in the City Of New Orleans, stat
o Of Louisiana, on the date aforesaid. j
d the presence of Benjamin w. Dart an
/ John Dart competent witnesses. who hav
u hereunto signed their names with the sal
parties, and they have set out their az
is dresses and the number Of shares he'll
Is by them, and me, notary, after reading Q
: the whole.
a Witnesses: Benjamin w. Dart, job
% Dart.
'e ORIGINAL SIGNED)
a p. A. Cooney, 2235 shares; Joseph ]. In
~ golia, 8 shares; p. 8. Cooney. 255 flu
- shares; A. Tullis, 1 share; Lee McCrock
7, lin. 3 shares.
II (SeaD HENRY P. DART, Jr.,
le Notary Public
re I certify that the foregoing charter G
- the National Oil Works Of Louisiana, Inc
=, Is a true and correct copy Of the origins
= on file in my notarial arches.
- New Orleans, La. October 31st. 1922.
~ (SeaD HENRY p. DART. Jr.,
~ Notary Publ
Pc STATE OF LOUISIANA,
~ PARISH OF ORLEANS,
, CITY OF NEW ORLEANS.
r Before me, the undersigned authorit,
g. personally came and appeared: Peter
al Cooney and Percy 8. Cooney, both
Mt whom declared that they are Of age an
at residents of the City Of New Orleans an
that they are two Of the original fncorpt
r rators Of National Oil Works Of Louis
g. ana, Inc; that all Of the capital stock hf
d been subscribed for and to be paid for q
l. follows. to-wit:
E. ]. Peter A. Cooney, New Orleans. La
T. 2234 shares, by the surrender to the CO..
I'd stock of the National Oil Works, Inc.
Or corporation organized under the Stat
to Laws Of Mississippi and now actively Ell
re gagged in business in this city, valued
lie $1,7350O. By transfer and delivery
ir the corporation Of one certain mortgae
a. note made and subscribed by the N,
n tional Oil Works Ltd, dated April