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1. WMNa & 00., INC.
gsw o f America, State of Louisi S oris f Orleans, City of New - and remembered, that on this I• . aroih ofOctober, in thater i_ the United Strtes: cl.t'd 17 uendred % and forty-first: r S Drifu ory Pub sti, g Dt a reiuof aNoriy, who No ,~ ~c ionved and quahlifnde MP St p~reand mof O slleaa ucateof P_ . -t IA ot e e of thpae e w it god .0it te named and undersigned: tmae ; ndand appeared the persona I re hereunto subacribed as :fll age of majority, who do S avaling themselves of the ti relative to the organiza S tra( s, and more esepcially of Act of the General Assembly b k ,usiana tor the year 1914, af ta t32 of 1910, page 393, they yl me2ted anrd agreed. by these to cfant and agree for them c their uccessrs and assigns to the toto a curPratkon and body 5b be. objects and purposes and un esspulat sO hereinalter set forth, lit LThe name and title of this eor she Jll be "H. Wainer & Co., Inc.," .soch title it shall have and enjoy t a and existence for. a period of years from date hereof; it shall f nd authority to contract, sue a.make and use a corporate seal, ' brer and alter at pleasure, to Ileas, k prtgage. hypothecate or . l tyreal, persona or mxed, nec ~lntal or proper for the carrying s bsines and to name, elect and , ba s, directors and clerks or do an to properly conduct its cor b o d to make such by-laws, 005lattonr, as may be found nec S or the management of ar r .t d generally toded o ever L matteroar thing necessary for the ~ r iproper carrying on of said bus l. IL..The domicile of this corpora ...A il the city of N ew O rleans, jlas.kr, State of Louisiana where si o t' ,her legal process shall an the President, or in the ff 'tihe V President, upon the Vice S, in the absence of both, upon . sry.Treasurer. SI -The objects and purposes of ston shll be to conduct a busi hrirng d selling furs and hides e or retail; to operate and con i flr and to do arny and all acts e "~ bidental to the carrying out I of the aforesaid objects and of engage in the business of s I sell,. iron, steel and other j gachinery. To engage in the Mining or melting of stch mate I do any and all things necessary to the above. e Ie IV.-The eapital stock of this cor .is bsby fied at the sum of sixty dollars ($~,Ot ,00), divided into six Aares of the par value of one hun fs per share, and this corporation ageo a g aoing concern when three ar of its said capital stock shall se sbsrsibed and paid for in h, sese-sol -er s ever be held liable d Latss, contracts or debts of thie is any further sum than the toke doue to the eorporation on the el stock subscribed for by him, nor tm o informality in the organia h s ýe effect of rendering this char SePin any shaeholder to any hatoever. V.-All the corporate. owers of a on shall e vested in and suer a beard of directors to be com three stockholders, a majority of til coastitute a quorom c tses io thi crporation p anll on , s "aeidat,r Vee.Presdent and See all of whom shall be mn Sbuerd of drots. . . li n ased persons shall conpti sa t beard of directors, to-wit: Wai'er, President, 3116 Palm-yr 1L Liehtenateini Vice-President. 212 Stree , ad Brnr Benett, es, ecretary-Treasurer, sad sad oicers shall hold their rail the second Tuesiday in m or until their successors shall y elected and quaerlified the diretors shall be elected arite seond Tuesday in October ,sgaig with the year 1911; Adirectsrs shall be by balt A isehhold r fshll be entitled sa Stsr eh ahre of schk stalndiOn es the books of the corporation, Sto be cast in person or by proxy, S ep C.irs a majn ority of the stock ps resented to ect. VL-Th bard of dirctors shall m 5ei_ the management of this s the diret shall e fit. f1L- he several stockholders a Is sell, transfefr, donate or other ratbl tm without offering the akI to corporation, which shall f t wise ten days from datof to meisd oties by the presdnt to S id rstock offered for sal.e, in r h s at a price to be agreed pon Caid ecorporation and the said psm d that the said price sua( l the aximum value o( the Sdred for sale, which value hansod to be the vlue o the s It sears on the boo o the a i that date. After sucha s pporatioo decline to put u ktheek, reholder shall have Sd~Ior de" eid stock for Seril sek thereof In smd, o the orlration may I th te asent of two-thirds k prsent or represented Sthe sthiolders held for ola ad fre or In acorhd Ip a o At m ates t be ad ari titi d of this e e dismyin of tho n with - 2 of Act UP of 4, - prrs rereby dcareL r aherild to he iwing hek, rd orotso eel oet the irr/p ese of e in H. & oOanso St aten o_ Si n of he be . eL ber1 ett. , DlgllZ 3. LIo MD. my1 thrtith tabt ove anfre Pdi sorrue a ct ey t g. I i wUs, nt odary dey *CO,, INC.b oL a t the ans, at loN Stie hi Iy n otdh d -o alc noasy e dory Pabik heO, Stish of Or ,n, _t. ne 4 an In ed pies riauter namd and y ca and eplpeard are hereens sm. e of majoity whe andmore and the ir ema ee, le am eatdle. a t-e authority to have and enjoy eseporag ex istencc for a r f n inety-mine years from the date h Article IL-The dmieide of this sra tion shall be in th. city of New Orleans, State of Louisiana, All citations and other legal process shall be served upon the Pres ident of said corporation, or, in ease of his absence or inability to act or any vacancy in the office, upon the Vice-President, and in the absence or inability or resignation of both President and Vice-President, upon the Secretary. The president shall be the executive officer of the corporation; he shall preside at all meetings of the Board of Directors and stockholders. Article III.-The objects and purposes for which this corporation is established, and the nature of the business to be carried on by it are hereby declared. to be as follows, to-wit: To engage in the business of lending money, and to conduct a general loan busi ness; to borrow money, to make and issue ionds, payable to bearer or otherwise, or notes or drafts for the same or for any debts I or obligations incurred by it, or for any other purposes of the said corporation, and to secure same by mortgage or deed of trust or any of its property; to advance money on property, both movable and immovable, and to take mortgages, pledges or any other se curity therefor; also to issue all kinds of certificates of indebtedness, the same as natural persons; to issue time certificates, with or without interest; to issue and sell investment certificates with or without in terest, and generally to do all things nec essary or convenient to properly carry out the objects and purposes of this corporation and conduct its said business. Article IV.-This corporation may sue and be sued in its corporate name; hold, have, receive, purchase, convey, sell, mortgage, hypotheoate, pledge, lease and sublease and enjoy real estate and personal and mixed property; also borrow money, make and issue notes and bonds, make contracts, receive grants of land or personal property, and make and use a corporate seal, the same to alter or break at pleasure; name and appoint such managers, directors, officers, clerks and agents as the interest and convenience of said corporation may require; and, through its board of directors, make and establish such by-laws and rules and regulations for the proper management and regulation of the business and affairs of said corpora tion as nay be necessary and expedient, and the same to alter and change at pleasure, and shall possess all the rights, powers and privileges to which corporations are now, by existing laws, or may be by any gen eral laws, authorized to possess. Said cor poration may exercise its corporate powers within any other State or Territory in the United States or foreign country that shall permit the same, and may acquire real estate and offices for the purpose of conducting the business of said corporation. Article V.-The capital stock of this cor poration is hereby fixed at the sum of twenty thousand dollars, divided into ten thousand dollars of common stock, of the par value of $2).00 per share, and ten thousand dollars of preferred stock of the par value of $20.00 per share. All stock subscribed for shall be payable on such terms as the Board of Directors may determine. This corporation shall be a going concern, and may commence business, as soon as fifty per cent of said capital stock shall have been subscribed, and fifty per cent of the aigount thereof actually paid in. All transfers of stock shall be made on the books of the corporation by surrender of the original certificate properly endorsed for cancellation by the stockholder in whose favor said stock is issued, or by his duly authorized agent in writing. The preferred stock issued may be in creased to one hundred thousand dollars, but no preferred stock shall enjoy voting pow era, provided the increase is voted for, at a meeting duly called, by two-thirds of all of the common stock. The Common Stock issued may be in creased to fifty thousand dollars by a vote of the Board of Directors of the corporation. Article VL-The common stock shall have the complete and exclusive control of the affairs of said corporation, and the exclusive right to vote at all stockholders meetings. Article VII.-Preferred stock shall be enti tied by preference to a dividend on stock of eight per cent, and any excess of profits over that amount shall be apportioned and paid to the common stock up to eight per cent. Any excess, after apportioning divi dends aforesaid, shall be divided and appor tioned equally between the two classes of stock. Article VIII.-AIll the corporate powers of this corporation shall be vested in and exer cised by, a Board of Directors, to be elected annually, composed of not less than three, nor more than eleven members, who shall be bona ide owners of common stock stand ing in their names, unpledged and unincum bered. A majority of the said board shall consti tute a quorum for the transamtion of busi ness. Until the arst Monday in October, 1918, the following named persons shall constitute the Board of Directors of this corporation, to-wit: Samuel J. Hart, W. A. Biso, Fred A. Earhart, H. W. Robinson, D. A. Capdau, all of New Orleans. All elections shall be by ballot, and such holder of common stock shall be entitled to one vote for each share of said stock stand ing in his name on the books of the corpora tion, the vote to be cast in person, or by proxy; it shall require a majority of stock present or represented to elect. Failure.to elect a board on the first Mon day of October, 1918, or at any other time thereafter, shall not work a forfeiture of this charter, but the old Board of Directors shall remain in office satil their successors are elected and asume duties. The oficers of this corporation shall con sist of a President. Vice-President and Sec retar7 and Treasurer. and the board may combine thae ofie of earetry and Treasurer o that same may be held by one and the same 1erson. Until the election in 1918, the following persons shall constitute the oiers of said corporation: Samuel J. H·ast, Pres ident, W. A. Biso, Vice-President, F. J. Earhart, Secretary-Treasurer. Article IX-Stockholder' meetings, other than that for eleotions ananally of mmbers of the board, may be held whenever ordered b othe Bod Directrs, or requee y per cent of the outstanding stock, eam mon and preferred. Notice of such meetings sll be gives In the manner required by law by personal no tice to each stockholder ey depositing in the mails, properly addressed, wmtten notice shall have at least 15 days notice thermot Stockholders my, however, waive written notice and appear in person or by pmy. Article X.-This charter may be amended, modified or altered with the consent of two. thirds of the amunst of common stock p - ent or represented, at any general meeting of said cmstprslio nvenred for sch pu pose after due notice as heredubefor pro vided for. Any and all meetings o the stockholders, whether for the pmruoe of liquidation or for any other purpose, may be held at any time without notice by unsa imous consent of all stockholders, in writing filaed with the Seretary. Article XI.--hls coppratiena my he dis solved and its ffaira liJidted whenever in the judsenet of the a rt ol the whole able, if ratiled by a two-thirds vote oft all stockholders- or by the esuent, I wrltla of all of the outstmsdln stock, I whica event no meeting shall be eceusry. Whenever this eOpratian ias dimolved for sy cause, its agirse shalI he li idatedo unader the mspintendaeo of thmaree (a stockholder to be choe r that pue by a majorlty of the outstarding stetc. TyI rshall remain in oie ntil the ut affairs of said crporatioae waound up and fullyt liquidated. In case of the dat of ee of said omutssionueS, ot nf the rufumi or in ability of one of thea to ect, the mematnin liquidators shall continue to ct, with ful power in the place and stead o te eom missioner who seaned t a .ct. Article X- -N toc kholder shall amver e hald liable a mres ble for the contrast or fauolts of this aorsatl In any further sm thaon the npaid b aan due Oan ,an en the shamo ek eo.. wned or sub serlbed for by him; nor sall ansy Mormal ty in organiaatlon have the etct of rea-. posing the stockholdes to any lialility. Te doe and passed amy oe.m, In e city of Nw Orlans, o the day, mont ad mar herein lst above written, in the .res ence of IL C(te.r, Jr., and Daniel Wedlng., competent wltitessn, residing It said city, who have hereno sined their nmes with 'he said appearetS sad ma, etar, after due mrleadi Of the 2l. -. Shame; D. A. Ca.d o. Is hars; Snmel . Wart. 400 shame; V. A. Biase, 15 share, I. W. Robinms, 25 aves H. Carter, Jr, T,,nrni Wedliuw. I, the ndersilted Reoder of Mortgae In and hr the Paris of Orleans Stats Lousisniu, do hereby certify that te above oisiana Loan & 5rvetm et Co., Inc., was ibis day duly rerded in my oiee, i Bosh .?rl3 LU ARD. Dy.B CHARTUHR. ARTICLES OF INCORPORATION OF ATLANTIC OIL COMPANY OF LOU ISIANA, INOWRPORATED. State of Louisiana, Parish of Orleans. Be it known, That on this, the seventeenth day of October, 1917, before me, Thos. E. Furlow, a duly commissioned, qualified and acting notary public in and for the Parish of Orleans State of Louisiana, and in the presence of the hereinafter named and un dersigned witnesses, personally came and ap peared the several persons whose names are hereunto subscribed and severally declared that, availing themselves of the general laws of the State of Louisiana in such cases made and provided, they have formed and organ zzed and do by these presents form them selves and such others as may hereafter become associated with them in a corpora tion and body politic in law, for the objects and purposes in the following articles set forth and expressed, which they adopt as their Charter. Article I.-The name and title of this cor poration shall be, Atlantic Oil Company of Louisiana, Incorporated, and it shall exist and enjoy succession by its corporate name for a period of ninety-nine (99) years from date hereof, with all the rights and powers now or hereafter conferred upon sitlilar cor porations. Its domicile shall be in the City of New Orleans, Louisiana, and all cita tions or other legal process shall be served upon the President, and in the event of his absence, upon the Vice-President, or Secretary, in the order named. Article II.-The capital stock of this cor poration is hereby fixed at seventy-five thou sand ($75,000) dollars, divided into and rep resented by seven hundred fifty (750) shares of the par value of one hundred dollars ($100) each. Stock may be paid for in money, services rendered to the corporation or in property and good will regularly transferred to the corporation. Article II.--The purposes of this corpora tion are, to engage generally, as principal or mandatory, in: Buying, selling, leasing and otherwise dealing in lands; prospecting for oil, gas, sulphur, salt and all other min erals; drilling wells and sinking shafts; perating wells and mines, refining, smelt ing, manufacturing or otherwise working the products and by-products of mineral lands; constructing, owning, leasing and operating railroads, tramways, pipe lines, canals, wa ter craft of every description, rolling stock and other means of transportation necessary or incident to the proper conduct of its business but not for public service; buying and selling, at wholesale and retail, and generally dealing in all manner of real and personal property; and it shall have au thority to own, lease and operate buildings and machinery and equipment for any of said purposes, and it shall have authority generally to do all things necessary or in cident to the proper conduct of its affairs, whether specifically enumerated herein or not. Article IV.-The corporate powers of this corporation shall be vested in a Board of Three Directors, two of whom, shall consti tute a quorum for the transaction of busi ness. The first Board of Directors shall be composed of Henry G. Young, M. C. Baker and L. Ney Hughes, with Henry G. Young as President, M. C. Baker, as Vice-Presi dent, and L. Ney Hughes as Secretary Treasurer, which officers and directors shall serve until their successors are duly elected and qualified. Annual meetings of stock holders shall be held on the second Tues day in January of each year. Thus done and signed in the presence of Warren V. Miler and Joseph Rosenberg, com petent witnesses, who. have signed their names hereto, together with said appearers and me, Notary, on the day and date first above written. (Names of subscribers and amounts of sub scriptions omitted.) Witnesses: Warren V. Miller, Joseph Ro senberg. THOS. E. FURLOW, Notary Public. I, the undersigned Recorder of Mortgages, in and for the Parish of Orleans, State of Louisiana do hereby certify that the above and foregoing act of incorporation of the Atlantic Oil Company of Louisiana. Incor porated, was this day duly recorded in my office, in Book 1212, folio -. New Orleans, October 18, 1917 (Signed) EMILE J. LEONARD, Dy. Rec. A true copy. THOS. E. FURLOW, Notary Public. Oct 25 Nov 1 8 15 22 29 October 13th, 1917. II AMENDMENT TO CHARTER OF THE M. C. SINS & COMPANY, INC. - United States of America, State of Louisi ana, Parish of Orleans, City of New Orleans. Be it known, that on this thirteenth day of the m:nth of October, in the year of our Lord, one thousand nine hundred and sev enteen, and of the Independence of the United States of America, the one hundred and forty-second; before me, Gustave A. Llambias, a notary public, duly cosmis stoned, sworn and qualified in and fcr the Parish of Orleans, and in the presence of the witnesses hereinafter named and under signed, personally came and appeared: Mr. Joseph F. Peyronnin, of full age, Vice President of the M. C. Sins & Company, Inc., by virtue of a resolution of the said Company, adopted at a meeting held in this city, on October Sth, 1917, who declared That at a Special Meeting of the said M. C. Sins & Company, Inc., of all the stockholders, said M. C. Sins & Co., Inc., having been organised under the laws of this State, by Act passed before Alfred C. Kam-' mer, notary public in this city, on May IS, 1916, and recorded in the Mortgage Office of this City, in Book 1195, folio 544, held in this city on October 5, 1917, it was unani mously resolved that whereas said M. C. Sins & Co., Inc., is desirous of opening and operating an ofice in New York, it is nec essary to increase its capital stock from ten Sthousand dollars to twenty-one thousand dol lars, and that the number of directors be increased from three to four, and that a Second Vice-President is to be created; all as per certified copy of the minutes of said special meeting, annexed hereto; and it was further resolved that appeaser be authorired to appear before a notary public and sign the necessary Act of Amendment whereby the Articles IV and V of said Charter are aamended so that now they are to read as follows: Article IV.-The Capital Stock of this cor poration is hereby fixed at the sum of Twenty-one thousand dollars ,aO-0.00). divided into and represented by two hundred and ten (210) shares of stock, of the par value of one hundred dollars 1($l0.0(0) each. Said stock shall be paid for in cash, at such tinme, in such amounts and after such notice to the subscribers as may be fixed by the IBoard of Directors, or the same may be issued at not less than par for labor done or property actually received by the corpor ation. This Corporation shall become a going con cern and be autborized to do business when the full amount of its capital stock shall have been subscribed and paid for. The amount to which the capital stock may be increased shall be the sum of twenty five thousand dollars (025,06.00). SArticle V.--All the corporate powers of said corporation shall be vested in and exercised by a Board of Directors, composed of four Sstockbolders, a majorit, of whom shall con Sstitute a quorum. Sad directors shall be Selected annually on the Second Tuesday in June, in each year, except" the nfirst boad g appointed 4b this Charter, who shall held their ofce until the seend Tuesday in Juatne, IAll sech elections shalbe held by ballot and condoetd at e ofsfce of the said corp. ration, under the supervision of three corn missioners to be appointed by the Board iof Directors.. SNotice of such election shall be given by the Secretary of the Company by written notice thereof delivered personally or by de positing same in the pot·dfce, proerlJ dressed to each stockholder atst 6f (15.) days prce.in[ such elections. )At all dsuc electons anad at all coropre* meetings every stoclkholdor shall be entitled to one vote for each share of stock standing Sin his name on the books of the Corgers Stion, to be cast in person or by his wrtten proxy, and a majority of the votes cast shall Any vacancy oceurring anoeg-the dirretors by death, resin*atio or otherwise shall be led by election for the remainder of the term b the remainint directors. A faure to elect irectors on the date rabove speciled shall not dissolve the Cor poration or impair its qooerate manage. mernt but the directors thin in oice shall remaiq In oeice until their successors are elected and qualified. The Board of Dircetors shall elect from their own number a President, a First Vice President and a Second Vice-President They I shall elect also a Secretary and a Treurert or one perseon who shall be both, either of whom may or may not be members eat the Board. They shall hayse power and author It from time to ti·LmE to name and appoint all such ocers, agents or other emlOes as may be deemed necessary for the purpoe and business of the Corporation. ,They hll have power to fix compensation and defie the duties of every ocer and employee, and all offm eers ad aemoyees shall hbold oice and employment at the pleasure of the board. SThe board may make and estlishlh, as well as alter and amend, any and all by Slaws, rules nd regulations necessary and ropr in Its jdgment for the conduct, sp ourt ad maonsm t of the bOusiess and Utlairs of said eeprates At all meetiang -i the Board of Drses each director shall trae the right to appnt a potxy to act In his plac ed ste a _ The bord d have (nid ponr and e J.,f w _, :6, m 7.=-: CHARTERB. do all things reasonable, convenient and nec essary for the proper carrying on of the business of the corporation. The board may issue full paid shares of stock for cash or in payment of labor done or property actually received by said cor poration. Done and passed at my office, at New Orleans, the day, month ind year first above written, in presence of Messrs. Delvaille H. Theard and Gustave Bouny, competent wit nesses, who have signed with the parties and me, notary, after due reading. Original Signed) JOS. F. PEYRONNIN. Witnesses: Gus Bouny, Delvaille H. Theard. GUS. A. LLAMBIAS. Not Pub. I, the undersigned Recorder of Mortgages, in and for the Parish of Orleans, State of Louisiana, do hereby certify that the above and foregoing Act of Amendment of Incor poration of the M. C. Sins & Company, Inc., was this day duly recorded in my office, in Book 1212, Folio 590. New Orleans. October 15. 1917. (Signed) EMILE J. LEONARD, Dy. R. A true copy. GUS A LLAMBIAS, Not Pub. Oct 25 Nov 1 8 15 22 29 CHARTER OP ALLIED CHEMICAL WORKS, INCORPO RATED. United States of America, State of Louisi ana, City of New Orleans. Be it known, that on this, the seventeenth day of the month of October, in the year of our Lord, one thousand, nine hundred and seventeen, before me, John Marshall Quin tero. a notary public, in and for the State of Louisiana, Parish of Orleans, duly com missioned and qualified and in the presence of the witnesses hereinafter named and un dersigned, personally came and appeared the several persons whose names are hereunto subscribed, who declared that, availing them selves of the provisions of the Constitution and laws of the State of Louisiana relative to the organization of corporations, they do by these presents covenant and agree and hind and constitute and organize and form themselves, their successors and assigns and such other persons as may be hereafter be come associated with them, in a corporation and body politic in law for the objects and purposes and subject to the following rules and stipulations, which they adopt as their charter, to-wit: Article I.-The name and style of this cor poration shall be Allied Chemical Works, Incorporated, under and by which name it shall exist and enjoy succession for the full period of ninety-nine years from and after this date unless sooner dissolved. Article I1.-The domicile of this corpora tion is hereby fixed in the City of New Or leans. State of Louisiana, and all citations or legal process directed to it shall he served on its President. or in the event of his ab sence or inability to act, upon the Vice President. or in the event of the absence ,r inability to act of both of said officers, then upon the Secretary. Article III.-The objects and purposes of 'hisj corporation and the nature of the busi icess to be carried on by it are declared to be t~ acquire and to manufacture eand r.ine chemicals, metals, alloys, oils, dye stuffs a-d all kinds of chemical products, and in order to accomoplish the said purposes or any of •hem it shall have power and authority to establish branches in the State of Louisiana or elsewhere, and to engage in any business complementary or incidental to its primary purposes; it shall have the power to sue and be sued in its corporate name; to make and use a corporate seal and the same to break or alter at pleasure; to acquire by purchase, lease or otherwise, and to receive, hold, im prove, use and operate, and to sell, lease or otherwise alienate or encumber both real and personaL property; to incur debt and issue evidence thereof and secure the payment of same; to issue bonds and secure the same in any legal manner; to elect, appoint and employ such officers, agents and employes as the interest or convenience of the corpora tion may require and to dismiss or discharge the same when deemed expedient; to make, amend and repeal such by laws, rules and regulations as may be deemed proper for the management of the business and affairs of this corporation, and in general, to do any act or thing not contrary to law which may be necessary and proper to the conduct of its business. Article IV.-The capital stock of this cor poration is hereby fixed at thirty thousand dollars, divided into three hundred shares of the par value of one hundred dollars each, of which said stock fifty (50) shares shall be preferred stock and two hundred and fifty (250) shares shall be cmomon stock. All shares of stock shall be full-paid and non assessable, and no certificate shall be issued for stock until same has been paid for in full in money, property or other thing of value. No transfer of stock shall be binding upon this corporation until made on its books, and the Board of Directors may fix a time, not exceeding two weeks prior to any dividend period during. which no transfers of stock shall be made. Certificates of stock shall be signed by the President and Secretary or such other officers as may be designated by the Board of Directors. Preferential divr idends shall be paid on the said preferred stock at the rate of eight per cent per an num, payable quarterly in equal instalments on the first day of January, April, July and October in each calendar year, and any divr idend payment omitted or passed either in whole or in part shall subsequently be paid in full before the common stock shall re ceive any dividend, but the dividends on the preferred stock shall be limited abso lutely to eight per cent per annum regard less of what the net earnings of the corpo ration may be, and the preferred stock shall have no voting power or privilege in any case whatever. The Board of Directors may retire the preferred stock at any quarterly dividenpd period by giving the bolder thereof Swritten notice ten days previously at his Slast known post office address and by paying to the holder thereof the full par value there. of plus a bonus of fire dollars per share and by paying the dividends thereon in full up to the ate of retirement, including any dividends passed in whole or in part. In the event of the dissolution or liquidation of this corporation for any cause or in any manner the preferred stock then outstanding together with any unpaid or accumulated dividends thereon shall first be paid in full and by preference out of the monies or assets of the corporation before any distribu tion shall be made to the conunmon stock, but the preferred stock shall not participate further in the distribution of money or as sets. Subject to proper payment in full of all dividends up to that time on the pre ferred stock, the Board of Directors shall declare out of net profits properly applicable thereto a dividend on the common stock on each quarterly dividend period above men tioned, or oftener if the surplus earnings be sufficient to authorize such payment pro vided that the Board of Directors shall have the authority to set aside portions of the net earnings for the establishment of separate funds for amortization, extensions and such proper purposese and in such proper amounts aa Isull be to the best interest of the corporation. At all meetings of the stock bolders of this eoropration each holder of common stock shall be entitled to cast one vote for each share of common stock standing in his name on the books of the corporation, and may vote by proxy. Except as other wise providled by law, subscritions to the capital stock of this orporation shall be paid at such times and in such instalments as the Board of Directors may direct. Pre ferred stock which has been retired may be again re-issued but never for less than its par value. The capital stock of this cor poration may be increased in the manner provided by law to an amount not exceeding a total of five hundred thousand dollars. I Article V.-Except as otherwise provided by law or by this charter, all corporate pow ers of this corporation shall be vested in and exercised by a Board of Directors composed of not less than three nor more than seven Sstockholders who shall be elected by a m jority vote of the common stockholders at the general or annual meeting which shall be held on the fourth day of January of each year, or if that date fall on a dies non then on the next succeeding legal day, at which meeting each stockholder shall be en titled to east one vote either in person or by proxy for each share of common stock standing In his name on the books of the corporation, and a majority of the votes cast shall determine all electiohs or questions. The directors shall in all cases hold offiche until their successors have been duly elected and qualified, and failure to elect directors shall not dissolve this corporation. Any vacancy in the Board of Directors shall be filled by the remaininl directors by eleetion for the unexpired term I Notice of said annual meeting of stock holders shall be given by mail to each stock holder at his last known postoffce address not less than ten nor more than ten days prior to the date of the meeting. If a less number than the maximum be elected the Board of Diretors may elect others, not exceeding the maximum number, for the usn expired term. The said board shall, anna ally, at their first meeting after election, elect one of their number as President, one as Vice President, one as Secretary and one as Treasumrer, provided that the ofces of Secretary and Treasurer may both be held by the rsame person. Any director or ofieer shall have the right to appoint by written instrument, another director to sct as his proxy, at any rad all meetings of the direc toers. Article VI.--No stockholder shall ever be held liable or responsible for the contracts. faults or debts f said eaorporation, nor shall Sany mere Inaformality in orpganination have the effect of rendering this charter null or if exposing any stockholder to nay liability of ieltk oarwned by him. kAsde VIL--Ts ag f *ImTmtl~ ~ a CHARTER& poration may be dissolved with the assent to of two-thirds of all the outstanding common stock of the corporation at a general meeting ts convened for that purpose after notice given st in the same manner as above provided for at the annual meetings. In case the dissolu- pi tion of the corporation be determined, the stockholders shall at the same or an ad journed meeting, elect by a majority vote, at three of their number to liquidate and settle of the business and affairs of the corporation. I1 In case of the death, disability or resigna. it tion of any one or two of said commissioners tl or liquidators, the survivor or survivors shall ao appoint his or their successor or successors p. The said liquidators shall remain in office p until the btusiness and affairs of the corpo- s! ration are fully and finally settled and liqui- tl dated: they shall have full power to meet n .iand act under the by-laws of the corpora- c tion and such rules as shall be established c; by a majority of their number; to fix the lI price and terms of sale of the property and a all assets of the corporation, to collect debts hdue to it and take and collect notes, bonds. sl etc.: to institute and defend suits: to sell a the property and assets of all kinds belong- p ing to the earporation, and to pay all debts ii duie by it. and to do any other act or a thing in the name of the corporation which may be right and proper in the premises. tl Article VIII.-The following shall compose P the first Board of Directors of this corpora Linn: William Drews. Donelson Caffery. 6 William T. King and James L. Dirmnn, of whom Tames L. Dormon shall be President. Williamr Drews, Vice President, William T. King, Secretary and Donelson Caffery, treas- I itrer. which officers and directors shall re- I main in office until the next annual election I provided for by this charter or until their successors are duly elected and the said Board shall have authority to elect addi tional directors for the unexpired term not exceeding the mnaximum number provided for a in this charter. Article IX.-The following are the names and residence and amount of the preferred and common stock subscribed for by the in- a I corporators of this corporation, to-wit: William Drews, Morgan City, La., 34 shares I of common stock, 31 shares of preferred stock, ~,.500.00: Donelson Caffery, 1228 Race Street, New Orleans, La.. 2 shares of common stock, $300.cO: William T. King. Canal Bank Bldg., New Orleans, La., I share of preferred stock. $100.00; James L. Dormon. 1432 St Mary Street, New Orleans, La.. 160 shares of com- t mon stock. $16,000.00, and which subscription f of the said James L. Dormon is paid for by the transfer by him to this corporation of the stock on hand, apparatus, processes, good will. etc., of the chemical manufacturing business heretofore conducted by him at Nos. 1323-1325 Julia Street, this city, as per in- a ventory and appraisement hereto annexed, as required by law, and paraphed "Ne Varie tur" by the undersigned notary for identifi cation herewith. The said appearers respectively subscribe t to the number and kind of shares written opposite their signatures hereto. so that this charter shall serve as the original subscrip tion list of this incorporation. Thus done and passed, in my Notarial Of fice, in the City of New Orleans, Parish of o Orleans, State of Louisiana, in the presence of Messieurs August II. Ritter and Albert C Ritter, competent witnesses, who sign here- C to as such with me, Notary, and the said appearers, on the day and date herein first above written, after reading of the whole. W. T. King, 802 Canal Bank Bldg., New - Orleans, La, I share of preferred stock, I$1100; J)onelson Caffery, 1228 Race St., 0 New Orleans, La., 2 shares of common stock, a $2100. ; Wm. Drews, Morgan City, La., 34 ti shares of common stock, 31 shares of pre. e ferred stock, $6.500.00; James L Dorman, 1432 P St. Mary St., New Orleans, La., 160 shares s of common stock, $16.000.00. Witnesses: A H. Ritter Albert Ritter. J M QUINTERO, Notary Public. f I, the undersigned Recorder of Mortgages, in and for the Parish of Orleans, State of Louisiana, do hereby certify that the above n and foregoing act of incorporation of the t Allied Chemical Works, Incorporated, was d this day duly recorded in my office in book 1212, Folio 600. New Orleans, La., Oct. 19, 1917. ° EMILE J LEONARD, Dy R Oct 25 Nov 1 8 15 22 29 AMENDMENT TO CHARTER OF THIRD DISTRICT BUILDING ASSO CIATION. 1 State of Louisiana, Parish of Orleans, City of New Orleans. Be it known, That on this twenty-sixth day of Octdber in the year one thousand Snine hundred and seventeen, before me, I Frederick Zengel, a notary public, duly comen -missioned and qualified, in and for the d Parish of Orleans, State of Louisiana, and 1 in the presence of the witnesses hereinafter named and undersigned, personally came and n appeared: d William Frantz, the President of and here t in representing the Third District Building d Association, a duly incorporated institution k of this State, domiciled in the City of New II Orleans, created by act passed before me, y notary, on the 15th day of April, 1887, re d corded in the Mortgage Office of this Parish, in Book 353, Fo. 37, who declared: d That after thirty days notice by publica tion in the New Orleans Item, a newspaper s published daily in the said city of New d Orleans, and also after thirty days notice by mail to each stockholder, a general meet. i ing of the stockholders of said Third Dis d trict Building Association was convened and held at its domicile and office, corner of Lafayette Avenue and Royal street in said city, on the 20th day of August, 1917, for the I- purpose of deciding and voting upon the proposed amended charter of said Associa I tion, and that at said meeting a total of y three hundred and seventy-six stockholders, I holding and owning three thousand seven y hundred and seventy-one shares of stock. I were present and voted thereat, and voted s unanimously in favor of the adoption of g said proposed amended charter, as the whole will more fully appear by reference to the f duly certified copy of the proces verbal of p said meeting annexed hereto and made part Shereof. SAnd the said President further declared that in order to carry into effect the delib erations of said meeting, and of causing the said amended charter to be duly recorded as providcl for by law, he does, by these Spresents, publicly and formally proclaim the rfollowing to be the amended charter of said corporation, voted upon and adopted at said general meeting aforesaid, to-wat: Article I.--4ame and Powers. The name and title of said corporation shall be the f "Third District Building Association," and I under its said corporate name it shall have ' I power and authority to have and enjoy suc c cession for the period of ninety-nine years a from the date hereof: to contract, sue and I Sbe sued; to make and use a corporate seal e to hold, receive, lease, purchase, convey and pledge, under its corporate name, property, i both real and personal; to lend money on t security; to borrow money, and to issue its Sevidences of indebtedness therefor; to name h and appoint such offiacers, directors and a agents as the interests and conveniences of Ssaid corporation may require; to make and :.establish such by-laws, rules and reula f tions for the proper management and regu eilation of its affairs as may be necessar, g and the same to change and alter at will; s, and generally to do all such acts and things, r- and to exercise all such powers as are or l may be necessary to carry out its objects and purposes, and conferred by law upon is such corporations. s. Article II.-Domicile. The domicile of said a corporation shall be in the City of Hew I Orleans, in the State of Louisiana, and all r- citations or other legal process shall be sr served upon the President of said corpora i tion, or in his absence upon the Vice-Pres ident, or in the absence of both of these d officers, upon the Secretary. And the said r- President, or VicePresident, acting in his id stead shall have power and authority, to al institute and defend all suits in the name a of said corporation, and stand in judgment a. therein. t Article II.--Objects. Section 1. The ob II jects and purposes of this Association shell I be the accumulation of a fund from the n amounts received in full 9ayment of paid it up shares, and from installments paid on -. account of running shares of the capital r stock of the corporation, rentals, interest on h loans, and other sources; said Lad so seen g mulated to be used in the psduhase, building It upon, improving and repairing of real-estate, [ making loans to memnbers of the Association a on mortgage security, and on stoek of this d corporation, all in such manner and on such , terms and conditions as may be provided y by the by-laws. SSection 2. All loans shall be under the n control and direction of the Board of Direc tors, who shall have power to fix the rate r. of interest and make such rules, regulations, ]. or by-laws relulating the same, as it may a deem necessary or expedient. 'a Article IV.--Capital. Section 1. The cap a ital stock of said corporation is hereby Sfixed at Five Million Dollars (5,000,000,0) ,t and shall be issued in shares of One Hun e dred MOO($100.00) dollars each, and this corpo e. ration shall begin business at oace. a, Section 2. The shares of stock in this cor e poration may be of two kinds, "Runnieg -s hares" and "Paid up Shares." "Running rf Shares" shall be paid for in weekly or d monthly installments of at least Twenty five ir cents per week per share, or in such other a amounts or at such other times as may be is detenmined by the Board of Directors. "Paid c- up Shares" shall be paid up In full at the date of their issue. I Section 3. "Running Shares" may be con s verted into "Paid up Shares" by the holder f paying the difference between the presemnt pg and face value of such shares, or when such r shares reach their face value, or when the ty amoat of inastallmeuta paid on such shares, p plus dividends declared thereom, bhall have rashed theigr fa value. All shares ahaB l tbe rlsud af see times a d udir eidc soe dkial . "- Dm4 f dm,.e., m CHARTERS. termine. Section 4. Each share of stock which has been in force for sixty days preceding any stockholders meeting, and represented there at, shall be entitled to one vote, either in person or by proxy. Section 5. The failure or any owner of "running shares" (not pledged to the associ ation for a loan on real estate) for a term of six months, to make the weekly or month ly payments on his stock as provided for in the by-laws, shall, without notice, au thorizing the association to cancel said shares of stock; and frona such time the amount paid thereon, together with accumulated profits, shall cease to draw dividends, but shall be held by the association subject to the order of such party, and he shall be so notiired by notice mailed to him; and in case he shall not wi:hin one year thereafter call to receive said amount and surrender the certiticate, said amount shall revert to a-, hbecon,,e the property of the Association. Section 6. The failure of any owner of shares of stock pledged to the association for a loan on Real Estae, to make his weekly, p.iymtents on account of either principal or Interest for a period of thirteen weeks, shall, wit:hout notice, authorize the association to cancel sa:il sharcs of stock and to credit the cash value thereof at the time as part payment of the loan; and the association shall have the right to foreclose the mar: gage for the balantce of the loan then due. Sect: in 7. Shareholders shall have the right to withdraw from the Association the amount paid in, together with the accumu lated profits due thereon at the preceding dividend timne, less the proportion of losses, if any, upon tiling written notice of with drawal, which shall be registered by the Secretary in the order of their receipt; and withdrawing shareholders shall be paid in rotation, as registered, out of the first un appropriated money in the treasury; but not more than one-half of the monthly receipts shall ever be used for the purpose of paying l withdrawals, unless there should be an over accumulation of funds which cannot be loaned in the usual maner upon real-estate; provided the Board may, in its discretion, use more than one-half of the monthly re ceipts for the purpose of paying such with drawals. Section 8. Should there be an over-accu mulation of funds beyond the use of the association, the Board shall have the right to call in unpledged shares for redemption; provided that paid-up shares shall be called first, in the reverse order of their issue. and shall be redeemed for face value, plus interest for the time intervening since the date of the last dividend, at the same rate as the last dividend declared; and should all paid up shares be redeemed, then running shares may be called in, the oldest shares to be redeemed first, and at their withdrawal value, plus interest for the time interven ing since the date of the last dividend, at the same rate as the last dividend declared. Section 9. On the death of any share holder whose shares are not pledged to the association, his or her legal representatives shall be entitled to receive, in cash, the withdrawal value of the shares at the time of the last payment made by such deceased shareholder, or said representatives hall be entitled to either transfer said shares to oth ers, or continue the same. Section 10. Shares shall be transferable, and duplicate certificates issued for lost certificates in such maner as may be pro vided for in the by-laws." Section 11. On May Ist and November 1st of each year the Board of Directors shall ascertain the earnings of the association for the preceding six months, and out of said earnings they shall (1) deduct all the ex penses of the association for such time; (2) set-aside from the balance at least three per cent of the net earnings as a fund for the payment of contingent losses until such fund reaches two and one half per cent of the outstanding loans; which fund shall be invested as directed by the Board; (3) they may also set aside at least an additional three per cent of the net earnings at any dividend period for a reserve fund until such fund reaches two and one half per cent of the outstanding loans; and (4) the balance of said earnings, thus ascertained, shall be declared as a dividend to the stockhold ers in proportion to the value of stock of each member at the time the preceding dividend was declared; and all payments on "running stock" made between such dividend period shall begin to earn dividends from the be ginning of the next semi-annual term. Section 12. "Paid up stock" shall be enti tled to dividends thirty days from the date of issuance, but no greater rate of divi dends shall be paid on full paid withdraw able stock than is declared and paid on "Running stock;" and provided that nothing in this charter shall be taken to prevent this Association from paying a less rate of Sdividend on "Paid up Stock" than is paid on "Running Stock." Section 13. The dividends declared on "running stock" shall be credited on the pass books of the members semi-annually and dividends on "paid up stock" shall be paid in cash not later than the fourth Mon day of May and November of each year. Article V.-Directors. Section 1. The cor porate powers of the association shall be exercised by the Board of Directors to con sist of not more than twenty-five (25) stock holders, who shall be elected by the stock holders on the first Monday in March an nually, commencing with the first Monday in March, 191& Section 2. Notice of said election shall f be given for at least one week by publication in one of the newspapers published in the city of New Orleans. Said election shall be by ballot and shall be held at the domi cile of this corporation, under the supervi sion of three stockholders appointed by the Board of Directors at the last preceding meeting thereof. The stockholders receiving a majority of the votes cast shall be de clared elected. Section 3. The failure to hold an election Son the day specified shall not dissolve the corporation, but the directors in office shall hold over until an election be held after one week's notice of the time and place thereof. Section 4. The directors shall elect from their number a president and a vice-presi dent, and seven directors shall be a quorum for the transaction of business. Section 5. The directors shall select or appoint a secretary, treasurer and such other officers, agents and employees as may be necessary, and shall fix their compensation; provided that the offices of secretary and Streasurer may be combined in the discretion of the Board. The Board shall have the Spower to enact by-laws not repulgnant to this Scharter, to select a place for meetings, to suspend any officer, agent or employee for neglect of duty or misconduct, and to ap Spoint their successors, and to have general authority to carry out the objects and ba• iness of the association. Article VI.--Section 1. The following named persons shall constitute the Boar of Directors under this amended charter. viz: William Frantz, Adam Gambel, W. F. SScheele. H. S. Suthon, Fred. Zennel, Louis SSporl. Henry L Frantz. Philip H. Thoele, j Edwd. E. Stoll, George V. Fuchs, Henry H. Ortland, John Lugenbuhl. Victor Lambou. John Hammel, Philip Forschler, Miehael Toepfer, Louis Schuler, Philip J. Shoen, Henry Acker, John G. Weber, and P. L ' Judlin. S Section 2 They shall hold office until the Sfirst Monday of March. 1918. or until their Ssuccessors shall have been duly elected and qualified; and any vacancies occurring in d their nunrber may be filled by them until Sthe next regultr election. 1 Article VII.-Special, meetings of the stockholders shall be convened at the re uest, in writing, of ten stockholders, stat . the time and object of said meeting, or w n ordered by the Board of Directors. d rticle VIT.-No stockholder shall ever io be held liable or responsible for the con o tracts or faults of this association in any l further sum than the unpaid balance due It "n the share or shares of stock owned by him or her to the association: nor shall any . mere informality in organization have the 11 effect of rendering this charter nullt. or of a exposing any stockholder to any liability d beyond the amount of his or her stock. a Article IX.-This act of incenroration can tI be altered, amended and modified or this a corporation dissolved by a vote of three I. fourths of the shares present or represented g at a general meeting of the stockholders l, called for that purpose, after thirty days' n notice by publication and mail to each ,1 stockholder. h And in ease of dissolution, the stockhold 4 ers at such meeting shall elect three com missioners, who shall be sbareholders. who e shall have entire charge of bueh liquidation: . and such commissioners shall have authority e to fill vacancies occurring in their number. |, Thus done and passed in my office at New y Orleans. aforesaid in the presenee of Ed mund Wegener and Wilhelmina Von Behren. I witnesses, both of lawful age and residents y of this city. who sign these presents with ) said appearer and me, notary, the day and I. date first aforesaid. p. Or; rinal Signed:. Wm. Frants, Pres. Witnesses: Edmund Wegener, W. Von r- Behren. SFRED. ZENC.EL. Not Pub. g I, the undersigned Recorder of Mortrage.s, ri in and for the Parish of Orleans. State of e Louisiana, hereby certify that the habove r and foregoing amended charter of the Third eDistrict Building Association was this day d recorded in my officee in Book 1212. folio -. ie New Orleamns, La.. October 26. 1917. EXILE J. LEONARD. By. I. M. - I, the undersigned notary public. do hereby r certify the habove and foregoing to be a true ut and cnrreet cop of the amended charter h of the Third District Buildlnr Assoeiation. e as well as of the certifcate of the Recorder s of Mortgages for this p-rish theretn at re tached, on file and of record in my oace I1 New Orlesa. La. Orteher . 1917. - PRhD ZlENGSi Net. ?. INev 1I 8 U MS Des Algiers Auto Supply House, N. L HALDINO, Pres. OPELOUSAS AID VALLETTE STS. Phone Algiers 445 We are Agents for ALLEN, COLE 8, ANDERSON Welt Equipped Repair Department. THE LOUISIANA CYPRESS LUMBER COMPANY Limited Manufacturers of LUMBER AND SHINGLES Large Stock of Dry Cypress Lumber HOUSE-BILLS A SPECIALTY HARVEY, LA. (Opposite New Orleans) Cable Address: "Cypress" TELEPHONE ALGIERS NO. 10 MRS. F. POPOVICH FASHIONABLE MILLINERY We have received our New Stocks of FALL HATS Special School Hat 5fC for Children . .vC 504 Frenchmen St., Near Decatur Pheie N-1382 LET IS CLEAN A NESS TME CLOTHES en'it like ~e way we de It 0. DORSEY PIlhase . $121 711 Tecs. St. FOR RENT Electric Vaccum Sweeper Oi t all the dirt out of Carpets and Matting 75c A DAY FOR ITS USE Frank Braal, Pb. Algiers 3 3 17 E31 T IElT IST. ANGELL'S COUGH AND WHOOPING COUGH SYRUP Fer Coug.s Colds, Bderlel, Lg end Trut Treuwube. Oertaies l e Habit Permig Drugs. DR. RICHARD ANGELL 2t and So Cent. McDomoghdlle Coal Co. Owt W. F. spease, r., MUr. rthe aUd riager StrNts Deelers Ia nIon oRADr LUMP COAL *.*..hvllle, La. Phoe-Ai. 1a LIVER MOVERS MOVES ALL LIVERS IThe petet remedy 5r kw. tar over pots ad claring up the compleale.. Re the1 SytIem i, a keith, eeditie Once tried, alewased. Sold ely I aekd argidpalpak Take ao mbatltute. Trial sla. Io: s rla . 2c. Pr aale by ase outnibuted by The Alco Chemical Co. 1838 Valesce St. New Orlekas, La. BREAD We have the best breed be cause we pay the highest priem for the best Sour. No order too large or too small. CAKES Cokee-all kinds st retail or by the hundred or thousand. Always the beet lLarge aort ment. We Are Headquarters foe PASTRIES H. Martinez, 417 ELIL4RA AVYNE 'hame A.s.~. H