Newspaper Page Text
BLFOP~ A~ID ~ zraw~ Jotcm I .~ FOMI AND, F t Clur ow* s.~C)G a P~ogJv -VSL WSLL'A Wm II blEAK OLD WW -i1(t li r so 'ELL Yljo . f IItLQFY. u rR Ivv oat loch' -A >A(M ( CO7IGT .s'~ UT TU 0E NMGNU ELSA NW OEBRLDCj- ~ ___________ AF=~ Joa CWnRMGMT. ISM IT' TOE IEM T EVL44T IiAAI IMw TIL wau t CQ Y /q NW" CHARTER OF W. A. I1.1LI. 1I\( States oIf Anwr: ,, i ',ý r , ' I.Lu haiss Parish of Orca:n, t .'y at New 9o ns that n thlis t':.'e:tihl day bher, o tin the ear .- 1. . d nine adred and sixteen .iI the nde of the t n:or1 :,rs -, A nerica hundred and i.,r ,::. ire me, Lon Sarpy, a diuy qual:ted notary in and for the city .. s' i a. I state d, and in the pIrec e c ,it he here anamd and unders'gerld wt:niseses, ly came and appe, e t!i persons jig hereto, who dcc!.,:cd tl.t avail miselves of the constitution and laws a state relative to tiie organTlliion 0o s they hive cov.n ,nteI and and do by these prec:' t ar:ee, bind ostitute themselves, their successors , aigns, and such per ,on as may here come associated w:th them:n nto a for the purpose~ ai dl under the articles of incorporlra:.n SI-The name of this corporation . W. A. Dlrzell, Inc. .II.-The objects and purp ,ses for this corporation is 'o met lis t, con SIgeneral contracting, construction, en repair and supply businecs, for sa for others, including the Instal- vi Saqipabent, erection and repair of ,, electric, water, gas and power plants i kinds, railways and railroads, pole ld all manner of electric work, light- i public and private, to conduct . y establishment, to buy and sell mer- i incidental to abwve and all other seessary or incident to the above r. -IIL e capital stock of this cor is hereby fixed at twenty thousand t~ divided into one thocsand shares of lit imne of twenty dollars each. Stock n be paid for in labor done or money th grt actually received, in such sad on such terms as shall be fixed da board of directors. Nine hundred and ,u (S) shares full paid shall be as Walter A. Dilzell, subscriber here mid number of shares, in considera- e lteof said Walter A. Dilzell hereby y s ue, sets over and delivers all of E: '-sof the electric contracting busi ksrefore conducted by him, in this r Sof date October 1., 1916, and this com- af iacst same and acknowledges due thereof, and in further considers- h' assumes the liabilities thereof, rf as per list of said assets and lia- .h which are attached hereto, made part Bi sad matked "Exhibit A" to identify da apparers, being all of the sub- n haers and *oeers hereof, to-wit: Le A. Dilell, William H. Ennis and an , being by me first duly sworn, w sad say that the property herein- -o sntlerd to this company by said Ni A. Dilsell is well known to them, they and each of them hereby same at the sum of nine- il sine hundred and eighty dot.- : declare that, including the w d ita stock issued to Walter A. a tseaty thousand dollars, consisting -e tf ahe aital stock of this company, sa atribed and paid for. lskhldr ~ll nave the right to 21 Ld Lis stock in this company with A s ered it, in writing, at its "o Sals, to the board of directors, - same for the company and M a . reissued as treasury stock )l lbmd of directors. e of stock shall be signed by the (, w vioe-president and the secre aeesttary-treasurer, if one officer. SIV.-The doicile of this corpora I a is New Orleans, Louisiana. th shall be served on its president, in 1, on the vice-president, in the tes dbth on' the secretary-treasurer St ; if two, on the secretary and fio of al1 thee on the treasurer. .V-The coporation in its corpo- iii hall have the right to have and ,h for ninety-nine years from ,f of as chUarer;.to sue and tobe 3e say urt of oempetent jurisdiction; 1. and use a common seal and alter ret of tre; tporatiron may re rtyl s adr comixed, in and out of the by Crat, gift, puchase., v at is pleasure; to l ease, ase or apital stock;nd pledgto make theby-laws, such- sier and agents i ad the esaporatlon may re- -Ia thslr cumpeasation and to dim- he -a Its pleasure; to increase or -rT 9latal stock; to make by-laws,In with any existing law, fx- tic the massegment of its prop- N\ and government of its p. ataer of its certification se, of its stock; to acquire and if S ether orporations, and, if of a 1.um its stock in payment for iso is other corporations, and to wa or pledge ouch stock; to eo Sstock by purchase or other- tes s doses of or retire same pro- we _ e espital stock of this corpo- nu et be diminished below the ers by law; to conduct buasi p S other states, the Federal ma - ities and posesions of ch and Ia forei eontries; ad ve itself and genorall rts. privileges and immuni- the Slaw to such corporations. ye the corporate powers of he shall be vested in and ezer- an of directors to be com- ir stockhlders, each of whom in ws enot less than one am sd hared of stok, to let e sti kholders annually, be- pu ararlm meetia of 1917. The Ar shall, at tre fir st meet-I StT i asual election, elect from for a presidnt and a vice- thi S elect scretary-trees- an nt be a stockholder, or may en aed treasnrer, neither of Sstockholder. col .. of direetors shall consist te Sim r, residence 23 Vellette e S., New Orleans, La.; es Usldence 1W Sixth St, New with the ild Walter A. Dl- the William H. Eani as vi- pa W. . Derry as ieee- at me elected sad quahied e ual meetinl in 1917. ch I atug of the stockholders for inl deTo and ecneh other buns- ao before it, shall be held ai yof November of each ad ll be by ballot. The fall- vl t vacete any oame, sad a hoid over until their rsc sad quallAed. All vacema th of directors or the ebeers by the remaining diretes. eonesnt of alil t dbirec- fai f the board of directore my of the d of 1reu , is. te elewhere than at the st . DirecTors av be dr eam meeting of the th In. The eard of directeer th mee ti e a title v an vatig In th le ti' be of steak i thin esee on :hey be delivered to such stockholder per In case of vacancygs of the stremaining liqui- may L- at r or hquidators shall by election fillrs and t New such va cancy.lled when requste in writing tThu s done and passed ive my ofce at ofthe iday i e ouitstn-ting stouck. nine- .\r';cc VII I-Ni stock-holder shitll ever :de e.hl it,-orrsnibefrtecnrats er i :ty of New Orleans, o n the day, month andtr nme, -wi itan in an amnount equal ti the unpitiid raryear herein fir the stck above written, in tch he prehas sub state ted, ti ,r shall any mere infotrmality in i here- Earl S. Binnings, competenthe effect witnesses, rine esesd i in this city, who. withe any said appear s :rs and meaiit notheary, sigan these presents, avail- led. laws after du e reading of the whole. alt ant of ,iii rid of "n nitlittei or the capittal stickin and Original Signed: Walte r A. Dilzell, nine is bind hundred and ninety-eight shares liqu (9e ); Fred rof tater, one share (1); Wits. H. Ennisa one here share (ci. Wal tnesses: W. L. fughesr any if such i tatioa ap,it afe tt lnoitice tiaeachi stock-h-er; patBinnings. ratify E.RY L. SARPY, Not. Pub. I, the undersigned recorder of mortgages, n and for thise Pcharter.ish of Orleans, State ofthe raion Louisiana, do hereby certify that the above ieand foregoing act of incorporation of the orW. A. Dilell, Inc., was this day duly re o-lorded byin many of thice in book 1ds01, folio 471, eni-t vel, 8 oif Act 2t,7 of the General Ao-stn for I N ew Orleans, November 15, 1916. he, (Signed) EMILE J. LEONARD, Dy. R. > rey 1, the undersigned notary, do hereby cer stal vtify that further, above if the objectstrue and correct r oW. A. Dilsell, Inc., of this charter isce, t lants iniachedd o r the capital stock of this cote - tl r ecorder of mortgages, Parish of Orleans.um lht In fain this whereof, sucI have hereunto set my hand and have afexcxed my ofthecial seal, of thisree mer ti.tl2nd, of all thNovember, A. D. 1916capital stock. I - other Article XHE-Upon the dissolutionARPY, Not. Pub.any t above r.a tnet. of this corporation, the stick-hold- -u, -.,shall elect otne or more Ito be deter- -. cor-ied no 23 30 dec 7 14 21 28stockholders as liquidators isand to liquidate its affairs, and coinfer upoan such es of liquidators such authority as the law- now :- - nd AMBWDMENT TO CRARTER n Stock vets in suchMOORE ROTARY STUMP CUTTER as - Ctoney they may deem desirable . tct In case of vacancy the remaining of Louli fixed an a, Parish of Orleans, ithall by election fill -t I and such vacleancys. Sbe Thus done and passedon this seventh day of at the herthe month:t of New Orleanscemer in the day, month and ref our dera- eLord one thousand ninaove hundwritten, in the pres- sot teteen and of the independence of the United h reby "ctates of M essieurs William L. Hughes and Sof Earl S. Binningsefore met Henry P. Dartnesses, re-, Ise.anotary public, duly cosnasustoned and -ual buie- siding in thi s city, who, wity and th said appear- of th rle ans, therein residing, and in these presencets, ' om-f the witnesses herein after named and un due Orsigned: Personally cam e and appeared: i den- hundred and ninety-eight shares (998); Fred it creof, fanner, one share (1); Wm.n H. Ennis one leii l to- hare ( P. Sefton Schitnessesidau, 2. HughWesley C. LaS. tt Pitt Binnings.," ntify HENRY L. SARPY. Not. Pub. Ience, theJr., oth of age aned residentsr of mortgages, St. ub n and for the Parish of Orleans, here appearing in their th uppacity as president and secretary, respect- O wit: Louisiana, do he Mooreby certifary that the above rat and and foregoingc., act of incorporation of therganized i She laws of the State of Loull, Inc., was thisiana and domi treen- -orded in my office in book 1301, folio 471, ,14 atid Ned in the city of ONew rleans, November , 1916. Who de them, ( Signed) EMILE J. LEONARD, D . R. -is ereby ared, that as will appegned notary, do hereby cer- tifcate i ninhereto annexed, a meetingo the stabove is a true and correctkhold dol- copy of the original act of incorporation of `set rrs of he Moore Rotary Stump Cutter CoInc., on file in my office, at a. nc., was held atis the certificate of the orpora-ot f-tion, .No. 213 Hennen Building, on Saturday, A ting -ecordvember of4, 1916, at the hourish of 2:30 o'clokeans. t pany, In faith whereof werI have pheresent and repre- m haented ansix havundred anffixed threemy official(03) seal, thiares it S f h e apital stock of said corporation out 1 with- HENRY L. SARPY, Not. Pub, )s it itsof s even hundred thirty-five 7142128 35) sharesit htors. iii: andissued and outstanding. TO Chat said meetingER c stock called for the purpose of considering a Ccertain proosed amendments to the char-me the niter of said corporationca, Stwhich amendmentsi cre- ar e in due course adopted bCity thof New Or- sai.. ¢er leans. Le pMr- eet nog. Thn at nsaid meetint the appeary of tan era were aointed a committee foear ofthe pur I t in Lordse onef cathousand ning to be hunembodied in due six- .r the teenal and leofal shape the amindependencments toof the United h surer States of America, the one hundred and "ne and oharty-fier of Moore me Henotary Stump Cutter, IncJr., tar rer nadopted at such meeting.isioned and ual- a orpo- itied, in and for this city and the parish of fil and )leans, therein residing, and in further dpresence ue*that by virtue of the authority i hmO from vf the witnesseted by said herein tockhaldfters at sand un-met o be hersigned: Personally came and appeared: Si tion;and in behalf of sachneid auoporation, and iL altrder rento carry ouboth of age and purposesidents of theo agrty, city of New Orleans, halterations, charinges in their Sthe capacity as adoptedent atnd said meretary, respect- Ffull , o egal force and effect, they do now declare, t b*publish and gire notice to the world that he Article IVy, of the chater of Moore Rotary Stump Cutter Stmp Cutter Company, Inc., a corporation organized under -n frmfore William J. Fosneento, notary pubhic, onot the he lath dayws of the State of Louisiana amnd domi gents iland in the me ity of New Orleans. Who de Senactared, thatso as willo read as followsby to-whe certificate F di"A hereto annexed, a meetingtl stock of the stockhold- to e or -rs of -the Moore Rotary Stump Cutter Co., one olaws.poration iwas heldreby xed at the office of the corpora- the fix- lion, No. 213 Hennen Building, on Saturday, An po .November 4, 1916, at the hour of 2:30 o'clock moe is p. thousn. That there were present and reprto orn trepresented siby xfteen hundred and three (603) shares cit rs*of the par value of fhtty ($5000) dollar el and if the capitawhole of said stock of said cororration out if f thereof, my ben hundred thirty-five (735) shares aftbe paid for issued and ments amoutstanding That said meeting car d to was called forms as the purposear of considering wlmay atldetermine, and said stock may also be ts-bu sto certad in psayment aend settlements tof the char- dec chase price of patents or patent rigtsn hese Sorinbefore described, or that may hereafter bers th- acquire of aid corpe orpration, which amendments pro lpro- werbe in ssued i course adopted by the said i orpoad stmeeting. That at said meeting the appear px-o the era were appointed a committeen for the pur- the bul- pose of causing to be embodidered in thedue for- suomaon an deral nal and lealse the smendments to the the Sof charter oeinbef Moore set out, as in its judmtter, Inc., ad aloe; adopted at such meeting. A rally And the said appearers further declared poc suns- that by virtue ofaad the authority in them C a. vested by said stockholders at said meeting sho a of held Saturdar -November 4, 1916, and for nun exer- and in behaI! of said corporation, and in sha oat- der to carry out the purposes of said meet- to thom ing and to give the alterations, changes and fer one amendment s adopted at said meeting full gee to ore al e and effet. they do now declare, to egadl fri e ao notice to the world that The Article IV of the charter of Moore Rotary tio' sleet- Stump Cutter Company, Inc., executed he. Sta from fore William J. Foisento, notary public, on oth vice- the 18th day of August, 1914. was amended, pee reoa- and the same is hereby amended and re- of may enacted so as to read as follows, to-wit: ire sr of "Article IV.-The cpiptal stock of this A4 Lao; eah miam No Thhleo--i.tok.r n ar i t ,'- Inc ' : . ' L3 i t .' , , ti l rsttr u,, ," e y :: ' t;,:! c "~ t .: , f , :. e 'I , :' il o e,.- v "' :" r ', ' ,! ' ,r v ,r ,t" ,lyr t 't l r :hhveben }e rise '. and s t :c ! ', v edb l; fr e Q i., ,, 1 > etdirectors .::y thegt l a ':., . t e .p '. s: r ' t! ig t" t li re t ,r I, l , thi it r;, ";. t - . "l: :t hle :, - f ithe .i ,lsi 1 -'l i'] n- :: :r lltly, tlt:l t" e vansIFll - ,t .,It ,- irt-<'" ,t ;i t :i tile ..ti" ' t.,e : h l :t i !-Il ot'a v .t It l t ilei ' The Ilarll I i ' ir ctnr' hall ave th t" : ,- i, - t , .- m t\t a, . t "'tt . h otea {.r {,, l erks at ents r her,, 1, empre es , or m'mit'tl. r. s.1 il :ait ne c ta r, ashl 't \I.,' h viels, :t* , ,ihii1' t ), , ! v h ili l'..il i c iru it" hall ie es ,: i t t e, ,oit i "I "' c.ti i t dl , ttl shall l h a ive ther het .,t ,,h rt n }ll . i lir e li a't'l 'r nl ite o ,i .'c" t~ N i c1 ,t y: it )littn leuth iI re-o i:re i ,d Iv the . orc.uld rck isu ,e v,,ted rrIilrlli h, as w ll aI alt er n I m end al '\ l -l . lure ,Ii e ect lirectn.r on the datc SpeIr' f',r the ioi aeil neting an hall tgnt -t -, ve th ie tCii tira f the crit thle d: - t eratl n e sall remain Ir n oll ce ar at. therh u ce-lt,r or. mr e elected. eeu m as ,ilmttrie. i thioie dhederig the 'or the hanper thdut of tle a ltnt an al preinsale '5ate. iw r 'in1 nited tatUis fti cint and Stiltl r i, i at i m l a nd ,haltl hav e athe rght a 'a t io n the rei c onu t andittee composede !hrrt witnt+n r i d the to dh-legate t, Said ,llltth e aun t hLe - ,or-s and authority .ls. !rz-edy tihe ahe unlder slUCi rules andte regtilasotn, oas thlie tigal oS tnav six. All such apni,,l. oe la wu honl during'i the pleas ure the nloarm. i"The , arn of direcd cor may nil e i and ceabor i oas well ais alteer an.l amned, all id .r , p regulations necessary ndli Ariper for the support managet ent and con I'ihe ,f thoe !.iite and affairs of the csor '-rat itll. Said olard shall alto have the Ire t i orrwde mined , execuite mortgages tthrized by tt lthrgckholderts iasue notes. ,,iie rat ther foher ogatn, pat le principal r:d intere ut in lawfunl necy iof the aUnited tateg, or ia United m tates gto du oin and Thusly to do ad passeind at my office at News arlan on the day, month and year herein t written, in the presence of Edward Mac-lso es, together with the said tckappeareronds andor Sr iginal sigdoned: services rendered, moShneidau, W.bo L. Lawrence, Sec.Tr rights actually receivellan, HENRY P. DART, JR.. Notary Public. Appea rers further d eclaorder of mortgagesy do changes and amendments to hte duly incur ora the parish of Orle s hap e and to be ret hatrd thed and anihed foredoing act o amend to the ndof that the scorporatione mayof the Moorate Ro intary Stump utter Company, Inc, wasoever this Thuays duly reord and in my ofatce, in booe ak 101Ne New Orleans, La., Dec. th7, and year here1916. irt written, in true copy.preence of Edward Mac Signed and enry P. Dart, Jr., Notapery Public. dec 14 21 28 jan 4 11 is esPes, who have hereunto sgINC ed their nanmes, together with the said appearers and ime notary.te of America, State of Lou ama, Parish of Orleat.a, City of New Or rige it known, that on this 2th neiday of theW. month of November, in the year of our illaord, I, the ousand nigne hundred corder of mortgande of `r the independencearish of thOrleans nited States ofertif hAmerica the one hundre forting acrt, before me, Lyle Saxon, a notary public, duly com missionednt of the and qualitin and for thMoore above tary Stump Cutter Company. Inc., was-this lay duly recorded in my office, residing book, nd after namOrled and undersigned, 19ersonally A true copy. camigned) Henry P. Darthe Jr., Noeral personsublic. whose names are hereunto subscribed, who declared that, availing themselves of the4111 U ni ted States of America, State of Lous sina, relativesh to the orea, Cation of cor rations, inown, tsuch caset on ths made and provided, monthey constitute themselves, thei year assocur Loatesrd ucce thssors and assigns, a corporation uand oer Amthe stipulatihe on hunderein set forth, which theyfore adoptme, Lyle Saxon, a notary public, duly om-t: mission anndcoralifiporate istence and for a per aiod ofve ninety, p-nrishne years from date heresiding, and it shall have for the purncpose of the witnebues hereiness .0 be carried on by it all the powers con afterred by law upon corporationsed, perand shonall camgenerally exercise all the sepowerals necessary to carry on the said bhereunto subscribed, who eArtclare that availing -The domicile ofmsel thimselves corpora-f the ion shall bof the laws of the State of Loeans, State of Louisiana, andrelative all citations andof porations, in such cases made and provided, other l egal process shall be served on thes ucpresident of the Company, a corrat, in the eventder o f his disability t o act, upon th e secretary doptreasurer. charter, to-wit: Article I.-The name and styles and of this cor ".-ompany, Inc." and it shall enjoy succes which thisand corporation exis organied, a period the ninety-nine years from date hereof, and it naturlle of thave for thbusiess to e condute busy itness Sare carhereby declared to beall thate powers con eranred by law updescription, to buy poratioents and shpatentll rights for novelties the domicile of this corporvel ties and sh sell be d dispose ofin the lea s, State of Louisiana, and all citations and ther legal nprocess sall kindl of mer handiserved of whatthe resident of the Company, or, in the novelty business, either retail or wholesale, to ad verthise said novelties, and to lease retary-nd Arsell the uicle III.-Te of said bjects and purps atentfor rights thereo, and to do allor and and the necesary acts th o csrry out the aforesaid c le V. p stock of this cor a is hereby d red e th tum of . one undred thousand o rs noeieso0000), to he represented by ten thousand sharesa of stocke .at the a value of tes dollas ($100) each.e Fifty ( ) r cent of the eamital stock must ho e d e b sctb e fl the salg of the actuall aid ind of ore the corporation ea aimes in usiness, and the rema nder withino twelve months thereafter, as the law di Th amount to which the capital stock may be increased shall be one hundred sifty thou ( st o sbckb for shall be paid for in cash or its equivalent, or property re ceived, or labor done, at such time and upon such terms and conditions as the Bwd of Directors shall pescribe. No transfer of stock shall be itted or held to be valid cosea. No alte or pledsge lf *tock shall he volid unless made upon the books of the company. No sale or pd of stock shell be valid unless said sae or plede is com p-aied by a written cate, signed by the resident sand e ryr-ts~use t the csmpe to the that the sai stock as to t, e ra ss eahhoders value, for a period af ftm days, they hs g.visss phee pesty -" 'n" v . ' p er "it lerkine t, torne tl,ns i fcI " , H Ice i n ,, ,.k valui. TArt`cle V.-AH1 ,wert -if tsh ctrpratiin "1 t! e ve- r ::. anl th!e !atiiness and t : -'t,: '.,"~ ru ic .,te l e by a ' ulard of di '-ct ,r. ic 1iny t lire ui 1 t :rec:t-rs, wht - lt , ,l l-t len duly elt "ed and cdo-f !tri -t k th, cp,!r u'. nder the supervision S: :J ' l n:s. vr h, ap ointed by the.tr. -t? VI.- dr 'htirs. n:'tc e of such meectig Sr::nl dlvr.. - tIrl e.h sl.ckho Fr ink A e S'. at'r~e Ave.. New Or ,, .t ie mav e waiverick.d by ll llof the. ': r-es Ave., Ntt t )rti i :. . il ..lt.; trnchlius \t ,,' h e1 ie r A-i-I-' I , at . New Ort-an,, "'Pie - *:t \ :. .:l ,: n P. F.,}wer shall e pre . . ,n tit" , ,: ," -, tot, \\ lhaon L. k al .,.". sre-pnreid . . .M ,-uner A. Sherick, 2n, S.ce-;lrc -i,- l. a: i ,,-:-iti is ta In hnger. sac rtyii ry--e.,,:-rt if he carp- ra tion; all of .' . i ill hld, ' ,iiic until t ihe see-nd M m I ,n o: notr-ii's, 0 i ,lte unir .l sheir sicces -l, th,l " iien duly elected and con UAl elme i.: , s:tall be by hballot at the f mi ,f thle f thep.ti , untler the supervision ito n: , l't:irs;,e n tl"o b applidnited by the i,,art if irectors. Notice of such meeting t ::, or maled to his last known address, it e.t.t ten II i d. ays prlior to cishtl election. 'hr natice mal e le waived by all of the -t,,ckholders. A' all -c.h -h.,: "i., a t i a ll nm eetingf St-khhi-rh h -,r etch -:-,c hihlh.r suhta ,'e '". ied'I t. , It- v 't e f-,r each tmre of S- rk - ti'iii '. i ne wi the t -,k. ,rt t wir re rd a'i thi I e pita .idl ite lt-tn ,:1 ,:, '. wr,'*: " ,, . ni-lt a i.i roi y of t-a!in satl e c t e ho Thve fnhdre t elect direeti,-d at the atn -i-ny ti an fte Iti helr st rcce-i,,r ored :.,.h !.a-d .f (lire, mr- shall elect as ci,,ti alte, mi',le ,ftr their l ,tn k lotwtn it a pres . : ,h' . a wce- ire- ,tintt, a 2:,l v:ce-p-re-i . .d a -cretar y- tre.si urtcr., aIml miay .I.nt each fiimancer is co .wsers a they adeei tin t. All vacaicie. in the sigard from . ihata. ter aial-c - 'tall ie tilled bli the remaimng dt:rectors. An- tmem er of the itard may tape.,it any ther e director his proxy ta acts t. h:. place ard stead, a a any nteeting of the board. Article VI. -This act .f incorporation may he m.iiftied. changed, or alteredi, r the sad cer-iratimn aliay e diCis ved. with the the -ert of two-thirds of the capital stock out -tansting. at a meeting of the stockholders conivenied fir that ipurtse, and after tlet layo notice haid been given by registered letter, mailed to the last known addrests of each strockhthl er. The said ntice may die a,, veil by the una ltens conent on-if the ht.e khundrer. ( In case of the distasltion of the corpo drecrs in iffice at the date of its disso nl tion. Article Viii.-No stckholder shall ever .e held liable for the faults of contracts if :he said cmrporatimmn n any further sum than lie unpaid balance daue the corporation on tares if stock wpa ed iby him, nor shall anyth mere informality in this charter have the effect of rendering sti charter nulcl or ex i-,sing any stockolhler to any liability be yond the unpaid e balance de on his stock. Article IX.-The subscriptions of stock of Wintlion. Sherick., valued by theu ai er I William P. Flower. Frank A. Longshore. Mirtimer A. Sherick, Cornelius Mo ingcc. and William L. ilalsey. for the amount of three hundred dollars ($300) or thirty (30) fhares each, or an aggregate of one thousand tive hundred dollars ($1500.00), is covered ioy the transfer to this corporation on this late, by the aforesaid parties, as partners and owners of the "International Service Co..- which company is composed of the aforesaid named person, and who have transferred all their right, title and inter est in the said company, and the good will ,f said company, which isu engaged in the novelty business, with offices in Whitney Cenistral National Bank Building..of this city, to this corporation, the said business being transferred as a going concern, in its en tirety, to this corporation, as per the trans fere by a duly athenticated Act of Sale, passed before Lyle Saxon, notary public, which said business, good will, etc., of the International Service Co., is valued by the aforesaid parties at the sum of one thousand ive hundred dollars, and in which said val uation the board of directors of this corpora tion concur and agree. b Article X.-The subscript ion of Mortimer A. Sherick to five thousand nine hundred seventy shares, or the equivalent of fifty nine thousand seven hundred dollars ($9,- a 700.00) of the capital stock of this corpora tion, is covered by the transfer to this com pany on this date by the said Mortimer A. I haerick of all his right, title and interest in and to a certain kind of drinking cup machine, for which a patent has been applied a for, the said Mortimer A. Sherick having I hereby transferred all of his right, title and interest in and to said drinking cup ma chine, and the patent rights thereto, to this corporation, as per the transfer by a duly athent icated act of sale passed before Lyle Saxon notary public; which said drinking I cup machine as a noveltye , and the patent rights thereto, are valued by the said Mor timer A. Sherick at he sumra of fifty-nine thousand seven hundred dollars ($59,700), and in which valuation the said board of direc tors hereinabove named concur and agree. Article XI.-The subscribers hereto have respectively witthen opipoite their names the amount of stock subscribed by them to this corporation, so that this act of incor poration may also serve as the oriinal su b scription list of the corporation, and they. have stated their post office addresses, so as to conform with Act No. 267 of the General Assembly of the State of Louisiana. for the Tus doner and osed, in my ofnce inr the City of New Orleans, State of Louisiana on the day month and year first hbove writ ten dn the praes ence of Justin Green and a .ond Curren competent, Clegal witnesses, residents of this city who hereunto sin their names with the said appearers, and ie, notary, after due reading of the whole. LYLE SAXON, Notary Public. dhiugr, a notes psll 4dul .smssmsu ' I", , n lit f ir tae ptr,. ._t of Or. ence of the witnesses hereinaf:er on:aed and it h.t.ignse., per- ,iiiy ca'ce inl ,ppi t-,'d: I,'-- ,,a::.el Gi1ht and S:vester- I ir :i*':. herein appearing and acting in their -';," , Iap"lc" e ,i'rs as president and . secre try ,of the Kenilw rth Sugar Refining Co. i:,, i -:nerlyv Can dian Ame-ic-in Sugar Re •inll ( 1,:npanv 3n. c3 orlirattii organied, un !er the .dw iif the Sate of Lau.t:iana by ct befre the uniersignel n eary, under la' f Jlune 2. 1'14. an-l rec-arned in the martgage office of the Parish of Orleans; - -;,{I -rpor, "n ei:ng d,:nice ed in the city ,f New Orleans. Thc said appeare-R dec !re I th'it in pur -.tne of a res'l: ion adopted at a special .:gt.r f the s'treholders of ca d company. a'-:J it 'he office of suid company, in the , tv of New i)r-erns, on the 15th day of N ,ve mei-, 1tle,. after due n vice in accord .,",c, with the charter and by-laws of the Si:nlp ny, bith by notification in writing •": , ',e , t, e .a h -t : r. ,',- .h.c:'- 1 c- known a"t 1-. I ain, a dIaly ntewipper pu'I S n ;city f New ()rleians, on the ih tisy of (ictibher and the 7th and 14th , ',. t~ll. all a. will appea-Ir f:.' ,t e rtnii ,I espy i,f the minutes if said 'I , ' K i: seg i it. rris-, ,l srli'tell 1 I sll e n .l pa-t h: +f: .\" cih IV, V and VI .if the charter t -d c itnpany weret. !y unanilinus votle "f . -hareh ,dher, pre-eint or relprersented, amend , it s. the f.,llowing respects, to-wit: A-t;".r I\ was amenIded so as to provide: F.-:. rTo emnpwer the Board of Directors t ,ei ielare di:vidends it its discretion. S.c.nd. T.o g:ve the hlders of preferred -tck. in the event of the liquidlation of the I ,,-,q -at:on, the right to bie paid in full to the extent ,f all unpaid accumulative divs 1 dns thi.rri-n. tgether with the par value a of their stock, lief-ire the holders of common r -t tk hall receive any payment on the ste' fromt the assets in liquidation. p .\ -tce V wa. amended so as to provide: FIr t. That the BHoard of Directors should p ,n.-i.t .f not less than three directors. f S-cord. To authiorize the Board of Direc- , ,- to lect a genleral manager or superin- c antd ,ie or more vice-plres.dents. instead of pi a vice -lpresident and second vice-president f .i-ld third vice-lresident as is now provided o in the charter. Third. To authorize the Board of Direc- f, tors to leect a general manager or superin- t, tenident, instead of a general manager as t now provided in said Article V. and to e elect iuch other officers as may be deter- a mined by the Bloard of Directors. j Four'h. To authorize the Board of Direc- a t +-. ,t its discretion, to elect a chairman of hi the i,.ard, who may or may not be the pres- a ilent of the corporation. Fifth. To authorize the Board of Direc- i, tirs to make and appoint from their number t an executive committee of not less than three and to confer upon said executive com mi;:tee such powers as in the discretion of the board, from time to time, it may see fit. Article VI was amended so as to provide: ; That notice of all meetings of stockholders n for any other purpose than those provided t in Article VII of the charter shall be given in writing by the secretary and deposited s in the mail, and wherever a stockholder re s::des more than one thousand miles from the donmicile of the corporation by telegram in addition to said written notice, at leaste <even days before such meeting, directed to i each stockhodelr at his last known address i appearing on the books of the corporation, unless such notice shall be waived in writ ng by all the stockholders appearing as such upon the books: and further providing that no notice is required when a meeting t is adjourned to a given date. Thus making said Articles IV, V and VI read, as amended, as follows: Article IV.-The capital stock of this cor- t poration is hereby fixed at one million dol- I lars (f$1.,0000.00), divided into ten thousand shares of the par value of one hundred dol lars each. Of such total authorized capital stock, twenty seven hundred and fifty shares shall be preferred stock and seventy-two hundred and fifty shares shall be common t stock. The twenty-seven hundred and fifty shares of preferred stock and seven hundred and fifty shares of the common stock shall i he held in the treasury of the company, to r be issued by the board of directors at par, I. at such time as in its discretion may seem fit. The holders of preferred stock shall be entitled to receive, when, and as declared, from the surplus of net profits of the corpo ration, yearly dividends at the rate of seven per cent per annum, payable at such times as the hoard of directors shall determine. f The dividends of the preferred stock shall he cumulative and shall be paid before any dividends are paid or set aside on the com ion stock, so that, if in any year, dividends amounting to seven per cent shall not have been paid on the preferred stock, the defi ciency shall be paid before any dividends c shall be set apart for the common stock. a The owners of preferred stock shall not n have the right to vote on the question of t its retirement. When all amounts due for preferential cumulative dividends for previous years and for preferential dividends for the current year shall have been declared, set aside and paid, the board of directors shall then pay dividends on the common stock, when de clared, up to seven per cent. per annum, and after the payment of the cumulative preferred dividends and the dividends on the common stock up to seven per cent if there remain any surplus from the current year's business, the same, when declared. shall be applied equally to the payment of I an extra dividend on the preferred stock and a further dividend on the common stock, until the preferred stockholders shall have received an extra dividend of three per cent, after which any balance then remain- c ing shall be applied solely and exclusively to the payment of dividends on the common stock. The declaration of dividends shall be made at the discretion of the board of directors. i The extra three per cent or any part there-r of, that may be applied on the preferred stock shall not be cumulative. In the event of the liquidation, for any reason, of the assets of this corporation, the holders of the preferred stock shall be enti tied to be paid in full to the extent of all1 unpaid accumulative dividends thereon to gether with the par value of their stock before the holders of common stodg shall receive anr payment on the same from the assets in liquidation. The preferred stock may be retired and redeemed at any time by a three-fourths vote of all the outstandin; common stock of a the corporation, at a meeting called for that purpose, in accordance with the law; such retirement or redemption to be at par and I accrued dividends, plus a premium of five dollars upon each of the said preferred shares of stock. Said preferred and common stock shall be issued for cash, or in payment of mproperty or services actually received by or rendered to said corporation, at such times and sub ject to the call of the board of directors. This corporation shall commence business and become a going concern as soon as three thousand dollars of its capital stock shall have been subscribed; said trstock shaJ be fully paid at the time of its istsuance, and thereafter, non-assessable, and the capital stock may be increased or decreased in the manner provided by the laws of this state. The parties to this act hereby declare that they subscribe for the number of shares of the capital stock set opposite their respective signatures hereto, so that this act of incor potation shall serve uas the original sub scription list. Article V.--AII the powers of this corpo ration shall be vested in and be exercised by a board of not less than three directors, to be elected each yearby the stockholders at the "annual meeting by a cuamlative vote; said directors shall e bona fide stockhold ers, sad the frt beoard dshll eonsist of: D. A. Goeda, Denie P. . 3erne~r T .J. Lipeomb. t. L . er J , I,. r , b;rs: D Ge. L mrwho b ll be pFes; suV. sL m, whoabel be fet . I , !: F . , . - . "t. , . . .. ' i I. 1. I .I.; " \ i - V It.i. e-el l ett 'A l i. •! :1 r , n. hi' , st. ' , e a pre. n d:. St ,:: l iv Idelnts. The ee shall Iry a ad a treasurer, which '"-:,, t e. c t ed:. i, - I under the name of t' :. :" " , :-:,'n ,!dc r s yu ,:'< p,.. l nr',l , t ..'l . : ' : ' r' any question s mitte l a treasurer, whichr si.l ni: a re Ir .lned under tahe lnamet of d . .- 0 . ,.I c 1ir lt I rt e"i, ;ii t pro videld , sh all Iied Sar ,rl drectors shall have a-ilr apt authorits to make and appoint I."i th.ir nitr i chr an exe"utive committee,t a i. t i eng -hf nit .es than thrree and, to cnufer u npa siil executive committee such h'eres as i, the dliscretion of the board. froim tinie lt time, it sees fit; the said board f, r ir ectrs shall have power and authority t' :rake all rcessar-r frles any regulationse. fir the managettpn:t operation or control of the h-in es aof the corporation, as well ain ti make all necessary rules and by-laws. a ith jower to till aRty vacancy occurring among the officers of the rororation. A ma jilrity of the board of directors voting at any one tr imbye, in pery, shalln or by proxy shall the required to pass any resolution or adopt any by-laquestio and which when so adopted. shall bIecome a valid corporate act. Three lirectiro shall constitute a quorum for the transaction of business. rticlre atI.- rotice of all meetings of sthickhirlders. for any other purpose than th hereinafter provided shall e rovide ven in writing by the seority to makery and deposied in the mail. and wherever a seockholder residee niore than one thousannd (1.0th00r) mile from the domicile of the corporation by telegram in afer dition to said wrtten notce at leae sucht seven lavos Ibefore siuch meeting, directed to each stockholder at his last known address appearing on the bodiscretion of the ororatiod. frnl tie such notice shall be waived board f ding by all the stockholders append authoring a ih upon the necebooks; provided that nonotice is reqitired when a meerating i adjourned to a given day. The sid appearers further declared thwell ast, in their atoe mentioned respective capacing ties, they are authorized in accordance with the resolution hereunto annexed to carry eaid resolution into effect by executing this present act and by taking all other neces* sary steps as provided by law and the charadopted. ter of the company necessary to amend the charter in the respects hereinabove set forth and that they have accordingly appeared hefore me, notary, and executed this act for the actove mentioned purpore. Thus done and signed, at my office in the city of ew Orleans. Statetie of all meetings of the presence of surt Wa Henry and Abraham (;oldhierg, competent witnesses, residents of the city of New Orleans, who have eresides mornt affixed their sgnturesd (1.0 toether with the two said appearers and men, otary, after appdu reading of the whole. Signed: Samuel Gibbs. President: S. Har ringon Secretary. Witnockholdersse Burt W. Henry Araham oldbry. CHe AS. F. appearers further deNotary Public. I, the undersi mentioned recorder of mortgages in aed for the pauthorih of Orleans State of auisiana, do certify that the above and foregoing act of ncorporation amendin teces-he charter of the Kenilrspects herein Sugar Ret fortning ao., Inc.. was this day culc recorded in my beffice, in book notary, oliond executed this act for New Orleans La., November 25, 1916. (Signed) EntionE J. Ld purNARD D. se. I, the undersigned notary public, hereby certify the above and foregoing to be a true and correct copy of the original act of imend ment , with the certificate of the recorder thereto appendedw as the whole noh appeared on file and of record in my o gethce. As witnwo saids my hand and notmearial seal, at ew ingtrloneans. Lecretaruiiana, this 25th day of ovenry, Abmber 1916. CHAS. F. PLETCHINGER, Not. Pub. nov 30 dec 7 14 21 23 jan 4 ACT OF INCORPORATWIE OF THIE STANDARD ORIL.ING COM PANY, INCORPORATED. nit, ed States of America State of Louirtgagesi and fo Parish of Orleans City of New Orleans. Le it known, that on tals 7th day of aDe cember, in the year of our Lord, one thoue sand nine hundred and sixteen (1916), be fore Inc., Joseph Sina, a notary pulc in my and for the parish of Orleans, State of Lou isiana, duly commissioned and qualified, and in the presence of the witnesses hereinafter nad and uncopy ofsigned, personally came and appeared the several persons whose namer are hereinafter subscriheit of the full age if majority, who declared to me that avail ing themselves of the laws of this state rel on fative andto the of record in of cerporation, par ticularly Act No.267 of 1914, page 521. of the legislative acts of this State, they have cuvenanted and agreed ahd by these presents do covenast and atree for themselves and their successors and assIgns to form them elves into a corporat1916. on Cin law, for the objcts andETHINGE purposes, and un-b. der the stipulations hereinafter set forth, to-wit: Article .- Parishe nme and title of the cor porBtion shall be Standrd Drilliay of De pandy Incorporated and under such title it hall have and Sinaioy a nccersion and ex istance for a period of ninetansyni. State year from date hereof. It shall have the power and authority to contract, aue and be dued, and make and use a corporate seal, the reinafter to break and alter at pleasure; to hold, to purchase, lease, sell, mortgage, hypothecate, or pledge, property, real, personall or mixed necessary, incidental or proper for the care rying on of its businessr, and, to that end, to further mortgage all oil or mineral leases, grants or contracts held by it, together with all hufldings, conaterti s pnd inqire mems placed and erected on said lands, or to bep anced or erected thereon, as well as to issue bonds secured by such mortgages, such tiondr to be issrued in such amountrs, at such rate of interest, and to run faor such length of time, not exceeding the term of said leases, as said leases or sguarantees may determine, to buy and to hold stock in any other com pany or companies that may assrist tnls Com. pany in its objects and undrpoer; to make ness; to name, elect and appoint managers, directors and clerks or other employees to properly conduct its corporate business, and to make and establish such bytlaws, rules and regulations as Myr be fouad necessryl. ar desirable, for the management of the bus. imress and aefairs of the corporation. and generally to do all and every other act, mat. ter or thin, necessary for the ortplete aqd propner carrin out of said bosiaess. .\r'.;"c IV Ih q : i k ,f the. ot 11t1. t .: i her , ', t xI, . i at t e 11-n 1 . t tI ty ,even h 1ou at Jull i 4 5' 57; 1011, d !ided llt l\.eve thl t., ui. d three h~in.lreLd an l nlI ity eligh I Ilt I113@ , hare,. It p IT val lt " live dllrs 1($5 ceach, to, be p.il2d fIor i.S ca.h, or its 2 2equivalent t ll Iroperty. N\, ic rttli.lt t of stock shilli Ir isisued andll del;vered ulnless it to fully palid fo.r, or ftr prolperty purcha.sed or hl1a-.ed; nt~, st,.ckhllder shall ever lie held lia!le ,or respo- nsllible for the faults., con tracts, or debts, of this corporation 1n any further .uen than the unp.taid balance due the corporation Ion tile shares of stock suhtl scribed for by him; nor shall any mere In f.rmality in the organization have the effect of rendering this charter null. or of exposing a shareholder to any liablllty whatsoever; nor shall the stick te subjected to assess ment. The corporation may begin business and be a going concetrn as soon as twenty eight thousand tive hundred dollars of the capital stock shall have been subscribed aild paid for. Article V.-All of the corporate powers of this corporationl shall be vested in and ex ercised by a hoard of l)irectors to be com posed of three stockholders, which number may be increased by the Stockholders at a general meeting for that purpose up to fif teen memrllrs. a majority of whom shall conlstitute a quorum for the transaction of business. Until the first Monday of Jan uary. 1'189. the following named persons shall const2tlute the Board of Directors of this cor pnr.2tin, to-wit: Ctl;.rence Edmund Fettis, George Cuthbert Itac.t anl Ilenry Richard Fine. Thereafter, the directors shall be elected annlually on the first Monday In January of each year. All elections for directors shall be by hallot, and each stockholder shall be entitled to one vote for each share of stock standnllg In his name on the books of the corls.ratln,n this vote to be cast in person, itr Iy proxy, and it shall require a majority of stock present or represented, to elect. The failure to elect the board of directors on the first Monday in January, or annually, therer fter, shall not work the forfeiture of this charter, but the old board of directors shall remain until their successors are elect ed, and qhalilied. Article VI.-The Board of Directors shall hohl regular neetings at stated intervals at such times as shall be fixed in the by-laws o,f the corporation. These meetings shall be held at the domicile of the corporation, but the iresildent may call special meetings of the loa;lrti of Directors at such times as he may deem advisable, and he shall be re quired to call such special meetings when ever requested to do so by eight members of the IBoard of )irectors. Three days no 'ice of such special meetings shall be liven in writing to the directors unless a waiver of notice is signed by the directors. Any vacancy occurring on the board, either from death, resignation, or inability to serve, shall be tilled by the board of directors. The first board of directors of this corporation shall lie required to draft a suitable set of by-laws for the government of this Corpora tion, which may be altered, amended or changed, as the exigencies of the same may require. Article Vll.-The officers of this corpora tion shall consist of a president, first vice president, a second vice-president and a secretary and treasurer, all of whom shall be stockholders and nnnbers of the board of directors. Until the board of directors to be elected on the first Monday in January, 1918, shall otherwise elect, the ollowing named persons shall constitute the officers of this corporation: Clarence Edmund Fet tis, as president, whose address is 35 Audu hon Blvd., New Orleans, Louisiana; George Cuthbert Bacot, as vice-president, whose ad. dress is 8504 Sycamore Street, New Orleans, I.iuisiana; llenry Richard Fine, as secre tary-treasurer, whose address is 7123 Birch Street, New Orleans, Louis.ana. Article VIII.-This charter may be modi fied or altered, the capital stock thereof in creased or decreased, or the corporation may be dissolved with the assent of three-fourths of the stock present or represented at any general or special meeting of the stockhold ers f.or such purpose after thirty days prior notice in writing to each stockholder, or mailed to him at his last known post office address and after publication in a daily newspaper published in the city of New Or. leans, and upon complying with the law in such case and provided. Article IX.--At the expiration of this char ter, or the earlier dissolution of this corpo ration, its affairs shall be liquidated by two commissioners, to be elected by the stock hhllers, all of whom shall hold stock in said company, and said commassioners are hereby vested with full power and author ity to sell any and all assets and property, real, personal, or mixed, of this corporation, and to convey full and complete title there to, and to do and perform all acts essential to a full and complete liquidation of this corporation, and to distribute the proceeds, if any, as directed by a special meeting of the stockholders of the corporation convened for the purpose, after due notice, as provided tor herein. In the event of the death, ina bility, or resignation of any or more of said commissioners, the survivor shall continue to act and be likewise invested with all the powers herein mentioned. Thus done and passed, in my office, in the city of New Orleans, upon the day, month and year first above written, in the presence of Charles LeBlanc and Leslie P. Beard, competent wtinesses, who have hereunto signed their names with said appearers and me, notary, after due reading of the whole. O)rglnal Sigrlned: H. R. Fine, G. (C. Bacot, C. E. Fettis. (Chas. LeBlanc, L P. Beard, JOSEPH SINAI, Notary Public. I, the undersigned, recorder of mortgages, for the Parish of Orleans, do hereby certify that the above and foregoinng act of incor poration of the Standard D)rilling pomrany, ncorporated, was this day duly recorded in my office. In book 13)1, foli, -. New Orleans,. La.. Dee. . 1916. ISigned, EMILE J. LEONARD, Dy. R. A true copy. JOSEPH SINAI, ;SEAL) Notary Public. IDec 14 21 28 jan 4 11 lb A Friend of Humanity. Knicker--"Ha Smith's car made him popular?" Bocker--"Those he take out sue him for damages and the rest se hitm for brch ol coatrea."