The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1905-03-04
CHARTER
OF
NJ. BELL SON Limited.
STATE OF LOUISIANA.
PARISH OF r. MARY,
TOWN OF FRAN kim

I Paris! OF st. Mary Louisiana who declare,
and ackno" lcag"A anto ne. sal Notary
that aN 'tiiInG themselves of the laws of thi
Stat" relative t. :ht organization of corpo
rati"ns OF limited liability, they have coven
ant"d and do hereby covenant and contrIc
ana pInd ana Obli--at" themselves and Isl
oth,r such persons aS may hereafter bccon
associates with them Eereln.t to organ iZr form
ami constitute Il corporation or Douy polite
IN law. under the style and title, for the OF
Iects and purposes and under the condition
ana stipulation following TO Wit:
ARTICLE l..
The name and title of this corporatio,
shall be the NJ BELL son, LIMITED, an,
under its SAID corporate name it shall have
the power and authority to exist and hav.
succession Tor Il period uf Ninety Nine C,9
years from the date of tEiS act of ncorpo
rdtion, ana under its said name it shall have
TN" power to- contract. to sue and be sued
tn obtain ana use corporate seal, and The
same 10 iitc or or break 1T ltS pleasure. to hold
sell, purchase, lease tHd convey, under its
corporate maine. property. either real OF
personal, curp"rcal or incorporeal: TO elect
ana appoint such officers, directors, agents
book Keepers, clerks. ana other representa-
tives and employees as the said corporation
may req ure to fix the salaries thereof and
to make ana establish such bV laws rules
and regulations as may be deemed eXpedient
Tor the proper conduct and management OF
the affairs oi said corppraticn, and the same
to change, alter or annu at pleasure
ARTICLE II.
The a"micile of this corporation shall be
in the Town of Franklin, Parish of st. Mary,
state of Louisiaua and all citations or Otie r
legal processes shall be served upon the
Pre- sdent, or in his absence, the Vice Presi-
uent or. III the absence OF both, upon the
Secretary of this corporation
ARTICLE III.
The objects and purposes for which this
corporation IS organized ANA the nature of
the business to be carried on by il are hereby
declared to be to purchase and ACQUIRE the
stock IN trade. good Will. and mercantile
business of Matthew Bell, and to carry on
and conduct L general merchandising bust
ness IN the Town of Franklin elsewhere
with power to buy. sell and exc hange ali
classes III goods wares ana merchandise
liquors. etc. and in fact, to DO Il general mer-
cslandisina business, and to. if Hesired, oper-
ate in connection Herewith Il wholesale aud
Jubbers business in Snch line or lines as it
may desire to handle, and to open such
pr men store or stores rs 1t may desire, and,
in the interest of said business, to make such
advances as are required and to carry out
the purposes hereof; it shall have power to
receive security by way of mortgage and
pledge, etc, and to borrow money and issue
notes and secure the same by mortgage,
pledge or otherwise.
ARTICLE ".
The authorized capital stock of this corpo
ration Is hereby fixed at Fifty Thous and Dol.
lars ls50,c0tCl divided into Five Hundred
t5oOi shares of One Hundred Dollars 100000
each All stock issued to- be paid for in cash
or ITS equivalent in property or labor done
W hen said stock is issued.
ms corporation shall be authorized to
oegIn business lis soon as "A majority of the
shares of stock shall have been subscribed
for and issue q.
ARTICLE V.
All the corporate powers of this CORPORA
ton shall be vested in and exercised by a
Board Of Directors, composed Oi three stock
holders, to of whom snail conSti tutea Quorum
tralS,lCtltln I'M i'm il
Board shall be elected on the first Tuesday
in March, 1906. and in each succeeding year
on the same day and month; of when said
election fifteen days notice shall be given
PRIOR thereto by written notices sent by mail
to each of the stockholders at least fifteen
days prior 70 said election Each stock
holder shall be entitled to as many votes as
he shall have shares OF stock, which may be
cast ~ person or by proxy. and majority of
all votes cast shall elect. And in ease of ;uy
ne vote III SAID election or in any other bushes
matter Or controversy arising at any meet
ing or meetings of the Stockholders or Of the
BOARD, the tie vote shall be cast by the Presi-
C-nt. A failure to elect Directors on the
ate above specified shall not have the effect
dissolving this corporation but the incum-
emit Directors or officers shall, in such event,
Did Office until their successors shall be
tscted and qualified under meeting held
aer notice duly given as above prescribed.
my vacancies occurring in the Board of
Doctors shall be filed from the stock
htders by the remaining Board of Directors.
ARTICLE VI.
Ic ol1lcerS OF this corporation shall con-
sist,f President, Vice-Presdent, and Sec
re..y and Treasurer The offices of Vice.
.aIsteht ana Treasurer or that of Secretary
tlu teasury may be held by one and the |
saineoerson, as decided upon by the board !
~ factors, The said officers shall be cleo
ted Dthe Board of Directors at the same
time awhich the Board OF Directors is cleo !
TED, an the officers thus elected Shall have
power to employ such clerks, book |
Keeper, agents and employees as are ne
cess:ryfor the business of said company, |
ana TO the salaries of same
ARTICLE VII.
The fobwing named persons shall consti- |
ute the ;rst Board of Directors:
Matthel Bell, john ID. Bell and Joseph |
t"udrea't, with NJ. Bell as President, John
u. Sci! as 'ice-President itnd Treasurer, and |
Joseph BadreauX Secretary; and they
shall hold office until their successors are
elected ant qualified
ARTICLE VIII.
All transfes of stock Of this corporation
must De mue upon the surrender of the |
cert ihcate oktock and by or under the di- |
rrction OF tn secretary of this corporation.
ANY stocknoder desiring to sell his stock
must first offe the same to the President of |
said compans win shall have the option
vi purchasin gthe same for the company or
Tor himself at par value plus ten per cent |
p r annuni, t"5c calculated from the date of
the preceding inventory. This advance of |
ten pr cent; tobe accepted as the earnings
If said stock snce said inventory, and to !
avoid taking an inventory
The President shall have ten DAYS option |
~ Wnlcn 10 purtlaSe on tins basis and upon |
AIS failure to d,sO, then the party holding |
sara stock tor sab viii have the right 10 sell
ne same to anUne desiring tc purchase |
he same. /
All stock shall have printed on it's face:
transferred to persons not originally |
'harter members of said company, only
ipon conditions named i'll ATTIC LE VIII of
his charter"
No stakeholder slRli ever be held liable or
espOnsiDie for the Obligations, contracts or !
ltDts OF tins corporation in any further sum
ran the unpaid Balance due on the sub.
eruption Oh the shar,s of stock held Dy him. |
'or Shall any inforuality in organization
ave theeHect OF rentrring this charter null |
ARTICLE TX.
ms CHARTER may be amended, altered or |
lOdI1ed, or the cooperation dissolved by
he vote of two thirtB (2-3) of Its capital
took. represented at meeti 2 called for
nat purpose, of which meeting thirty days
rlor notice shall be gwen by publication |
ND written or printed notice ia the manner
ientioned for other meetings.
ARTICLE Y.
w heneVer this corporation shall be dis l
)iVed by limitation of its charter or other
Use, ITS affairs shall be liquidated by three :
to be elected at the meeting | !
ilied Tor that purpose, and after the service i
nd publication of the notice REQUIRED i'm |
RTICLE TX of this charter. Such commits
Oners shall remain in office until the !
FAIRS are entirely liquidated. and in case &
death OF com miss Toner the place thereof j..
lali be filled by an election by the stock
OlderS, in the manner aforesaid, but the | {
ectlOn snail not last, nor commissioner |