The herald. [volume] (New Orleans, La.) 1905-1953, 1913-03-20

declared that the charter of the said j.
NJ Schwabacher, Limited, passed before
Frederick Zengel, notary, on the 29th OF
ScDtember 1890. has been changed altered
and amended TO read in its entirety as FOL
lows:
The name. style and title Of this corpora
tion shall be- !. x VI. Schwahachcr Limited,
and under said corporate name II snail nave
uthority TO enjoy succession Tor the term |
of dftv years from and after the date here
Of To contract. sue and be sued; To hoId
receive. lease purchase and convey, as well |
as mortgage and hypothecatc, under It's cor |
nornta name all kinds of property. real |
personal or mixed: to name and appoint |
such directors. officers managers, agents and |
employees aS tho business interest and con |
vcniencc Of said corporation may require: |
and to make. establish, as well aS alter ana |
amend. from time to time. such bylaws, |
rules and regulations for the proper govern |
ment of the affairs of said corporation as
NAV De necessary and proper; and 10 have
and use corporate seal. and the same to
break and alter at pleasure.
ARTICLE II.
The domicilc Of said corporation shall be
in the city Of New Orleans state Of I4OuiSi-
ana. and all citations or other legal process
shall be- served upon the president of said
corporation. or in the event of his absence
| upon the yicc-preSidcnt Of said corporation.
or in the event of the absence Of both OF
said officers upon the second vicp-prcSident
| and in the event of the absence of the three
said officers upon the secretary and treas
urer of said cornoratiOn.
| ARTICLE III.
| The objects and purpose Of this corpora
| tiOn are hereby declared to he the conduct
ing and carrying on in all of its branches
Of a general merchandise. importing. export
! ing and commission business.
| ARTICLE ".
| The capital stock Of this corporation Is
hereby hXed at one hundred thousand dol
lars. divided into one thousand shares Of
one hundred dollars each.
/ Each share Of stock shall be entitled 10
one vote In person or by proxy at all meet
ingS Of stockholders.
4 ARTICLE v.
II All the corporate powers Of said corpora
i ton shall h. vested in and exercised bv the
board of directors to he composed Of four
stockholders. to he elected annually on the
first Monday in October Of each year. except
i il he a holiday. then on the next succeeding
day not a holiday. without the fOrmalty of
notice Of meeting to stockholders The first
board Of directors appointed i'm this charter
shall hold their office until their successors
shall be indicted into Office. All such cleo
tionS shall be by ballot and conducted NJ
4 the office Of said corporation between the
hours OF 90 a. m. and = 90 p. m. under
the supervision Of two commissioners who
shall be directors and appointed by the
board Of directors. Each share of stock
shall he entitled to one vote i'm person or
by proxy. and the majority of the votes cast
shall elect. said commissioners shall make
their returns in writing to the secretary of
the company on the day of election. or the
following day. and upon the receipt Of said
return the secretary shall notify the four
Nlpt hlolilttS receiving ine Hl9ueST number
+, of votes of their election. The directors
thus elected shall meet, elect officers and
transact business.
ANY vacancy occurring among the direc,
tors by death, resignation or otherwise
$ shall DE filled by election for the remainder
e of the term of the board by the remaining
j. directors. \ failure 10 elect directors on
< the date above specified shall not dissolve
the corporation, but the directors then in
office shall remain in office until their sue
. c'SSorS are elected and qualified and shall
I mot h.r Ion l.,I
r possible thereafter, after ten DAYS notice
. thereof shall have been given in writing TO
: each stakeholder Three directors shall con
J. Stltute quorum for the transaction of bust
ness.
: The board of directors named in this
. charter and the board of directors hereafter
4 elected shall elect from their own number a
;. president, vice-preSdent, a second vice-presi-
4 dent, and a secretary and treasurer
p The board of directors shall have the
power either To combine or separate the of.
flee of secretary and treasurer and i'm mi,
:, event elect a person not a director 10 fill
! one of said offices.
3 Said board of directors shall appoint from
Time 10 time such clerks and agents and
II other employees as they may deem neces
= Sary Tor the purpose and business of said
a corporation, who shall hold Office at the
pleasure of the board. No employee shall
be employed for longer period than one
> month without special resolution of the
= board of directors.
said board shall have full power and au
!, thOrlty 10 acquire property, real personal
t. or mixed, borrow money. execute mortgages
o pledge It's movable assets, issue bonds note.
or other obligations: sell all or any portion
n or the corporate property for cash or stocI
s. In any other companies, any other con
sideration they shall deem fair and proper
y ana generally TO do all things reaSOnabl
n and necessary for the proper carving on o.
n the business of the corporation. Each direc
'r tor may appoint In writing a proxy. wh'
a. must be stakeholder, to represent him a.
director at any meeting of the board.
II ARTICLE VI.
$ Shall any stakeholder desire to sell hi
N stock he shall first offer the same to tn
Is Stockholders OF the company through IL
" board or directors, and the stockholders VIII
g. desire TO purchase shall have the right 4
a. purchase the same. in proportion TO thei
n holdings of stock in the company, at it
value as shown by the last annual state
ment OF the company. Should said stock
4 holder In seventy-twO hours after motto
- being given, fail or refuse TO purchase tn
T stock offered for sale, such stock NAV b
Z, sold TO any one.
~ No transfer Of stock shall he made O
u u, held TO be valid and binding unless made o.
s the books of the company. and unless mad
~ IN pursuance OF the provisions of this char
ly ter.
Id Is indebted to the corporation shall he r,
In cognized by it or operate to pass the till
re from the owner Of the shares to another mr.
to I'll such debt is paid.
ARTICLE VII.
"A Whenever this corporation NAV he di
mr. solved, either by limitation or other caus
he Ils aHalrs shall be liquidated by three con
M mlsSl0hers TO be appointed from amongst Ii
StOckhOlders convened for such purpose ,
so Whlch meeting notice shall be given IL
on twenty days, by written notice sent by re-
oh lstered mail 10 each stakeholder and ri
10 majority In amount of the capital stock ,
y, the SAID company represented at such NEE
II ing snail be requisite TO elect Said cor
~ hIsSlOners shall remain in office until n
IT. AFFAIRS of said corporation shall have he,
fully liquidated wv
-, In case of death of one or more of II
M commissioners the vacancy shall be filed
ne erection by the surviving commissioners b
ler tallure TO elect a successor or TO MI 81
Or vacancy shall not vitiate the acts of n
Dy survivors in the premises.
lily ARTICLE VIII.
en- ms act of Incorporation may be change
ny hodined or altered, or said corporation m;
IN De dissolved with the assent of three-fourt
OF Inc capital stock represented at a gener
the meeting of the stockholders convened T
the such purpose and after a written notice
rit- eacn stOckhOlder, mailed to him by reg
len tered mail twenty days prior to the date
OF the meeting viz u'''
rho Any change proposed or made In referen
her 10 the capital stock shall be made in ;
lie cOrdance with the laws of the state of Ia
lslana on the subject Of altering the CAN'T
md stock of corporations. ''
J. ARTICLE TX
No stakeholder shall be liable for the r.
tracts or faults of said Corporation in n
ges further sum than the unpaid balance due
of corporation on the shares of stock own
ove Oy MIN, nor shall any mere infOrmaIitv
the organization have the effect of renderi
loy TINS charter null or of exposing a sto,
lsS nolder TO any liability beyond the unn,
~ amount remaining due on his stock