The herald., 1913-05-08

OF PIIIL i. RESAP COMPANY. LTD
UNITED STATES OF AMERICA. STATE
OF LOUISIANA. PARISH OF ORLEANS.

ence of the United States Of America, tn,
one hundred and thirty y-scventh, before me
Edward Paul Foley. notary public. dnl,
commissioned and qualified, in and for tn,
ing, slnd in the presence Of the witneSSe:
hereinafter named and undersigned, person
ally came and appeared the persons whOSt
names are hCreuntO subscribed who de
clared that avaling themselves OF the pro
visions Of the laws OF this state relative tC
the organization Of corporations, they have
coyenanted and agreed and do. by thes,
presents, covenant and agree. bind, form anC
constitute themselves as well as such Other
persons as may hereinafter join, or becOm,
associated with them, into a corporation
and body polite in law, for the objects and
purposes and under the agreement and stip
ulatiOns following, tO-wit:
ARTICLE I.
The name Of this corporation shall b,
the Phil l.. Cresap Company, Limited, and
under that name II shall have and enjoy
corporate existence and succession for q
period OF ninety-nine years, from and after
the date hereof, unless sooner dissolved In
the manner hereinafter provided: 10 con
tract, sue and be sued: TO hold receive, pur
chase and convey, as well as mortgage, hy
pOthecate and pledge property, both rea
and personal ; to issue negotiable bonds anC
notes; TO name and appoint such managers
directors, officers and agents and other EN-
ployeS. as its interest may require; to make
and use a corporate seal, and the same Il
such bylaws, rules and regulations for the
proper management and control OF the af
fairs OF the said corporation as may be nee
eSsary and proper. and the same to amend
and alter at pleasure.
ARTICLE H.
The dOmlclle Of this corporation shall bt
in the city of New Orleans, parish Of Or
leans state of Louisiana. All citations ant
other legal process shall be served on tbs
president Of the corporation. or in the event
Of his absence from the city, or disability
upon the vice-president. or It's secretary
treasurer-general manager.
ARTICLE III.
The objects and purposes for which thi;
corpora tiOn is organized and the nature OF
the business to be carried on by il, are here
by declared to be to buy. sell. manufacture
proprietary and pharmaceutical preparations
for its own account. or for the account OF
others. whether patent proprietary or other
wise, TO act as agent or distributor OF medi
cines or chemicals, whether in the original
or manufactured state. and generally to dc
and perform or engage In any other bust
ness, connected with, growing out, germane
or incidental to any of the objects and pur
poses heerinabove set forth and contem
plated by this charter.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at the sum Of twenty-five thou
sand (S25, 5,0O0.00) dollars, to be represented
by twenty-five hundred (2500l shares al
the par value OF ten $4,000 dollars each
and five thousand (s5,0O0.00l dollars. OF
the said capital stock. must be subscribed
and paid for before the corporation can or
ganiZe and become a going concern. The
remaining shares OF said stock, shall be Is
sued by the board OF directors as they shall
deem ft and proper.
All shares of stock shall be paid for in
cash, property received, or labor performed
and must be fully paid for before the issu
ance Of the certificate therefor, and shall be
worcestershire.
Soi1 stocl, sbou bo ranraSanta1 hy stocL
certificates and transferable only on the
books of the corporation. on the surrender
of the outstanding certificate, or due proof
of loss.
must be first offered in writing. and at its
book value, to the board Of directors. OF
this corporation, who shall have the option
of purchasing same, at the said book value
at the time the said stock is offered; and
should the directors fail TO make the pur
chase Of the said stock within fifteen G5)
days from the time OF offer, then the holder
and owner Of the stock may dispose OF II
In the open market.
The said capital stock Of this corporation
may be increased or diminished by proceed
ngs taken in accordance with the laws OF
the state of Louisiana.
ARTICLE V.
The officers OF this corporation shall con
sist of a president, a vice-president, and a
secretary treasurer general manager, all OF
whom together shall constitute a board
of directors, two of whom shall constitute
a quorum, for the transaction of business
and all corporate powers shall be vested in
and exercised by the said board OF directors
The first board of directors shall consist
of J. ]. Weinfruter, Sr., as president, f. D
Cresap, as vice-president and Phil L. Cresap
and general manager
said board shall serve until their successors
are duly elected and qualified, on the second
in April. 1914.
The said board Of directors shall be elect.
ed annually thereafter, on the second Thurs
day Of April, of each year, or as soon there
after as possible, at a stockholders meeting
for that purpose.
Each share of stock shall be entitled to
one vote, to be cast by the stockholder
either by person or proxy, the majority OF
the stockholders or stock present, or repre-
sented by proxy shall elect. The annual
meeting for the election of the board OF
directors shall be preceded by ten (1O) days
notice ma lied tc each stockholder to attend
said meeting.
The secretary y-treasurer-general manager
shall keep set Of books showing the daily
receipts and disbursements Of the funds OF
this corporation, and shall make deposit oi
receipts in such bank that may be desig
or vouchers issued against the funds of this
shall be signed by the president
and by the secretary-treasurer-ge -general-man
ager.
ARTICLE VII.
No stockholder shall ever be liable or re-
sponsible for the contract, or faults Of this
corporation, nor shall any mere informally
in organization have the effect OF rendering
this charter null, or OF exposing a stock.
holder to any liability beyond the amount
due on his capital stock
ARTICLE VIII.
This act of Incorporation may be changed
altered or modified, or the corporation may
be dissolved with the assent OF threY fourthS
OF the stock represented at a special meeting
called for that purpose after its objects
have been made known by ten (1O) days
previous notice In writing. delivered ol
mailed each stockhOlder, and upon comply
ing with the laws of the state OF Louisiana
Whenever the corporation Is dissolved It's
AFFAIRS shall be liquidated by two commits
sioners elected by the stockholders Of this
Thus done and passed. in my ofice, In
the city OF New Orleans, on the day, month
and year first herein above written, in the
presence of William +. Oakes and Joseph
Murray competent witnesses, who have here
unto signed their names with the said ap
pearers, and me. notary, after due reading
Of the whole.
Original signed: J. J. weinfruter, Sr
20 shares; f. o. Cresap, 10 shares Phil r
Cresap, 300 shares (: Julius Forsyth, share
VIM. f. Oakes, J. Murray.
ED. p. FOLEY, Notary Public.
L the undersigned, recorder of mortgages
In and for the parish of Orleans, state OF