The herald., 1913-06-26
CHARTER

CHARTER
OF
A. $. KOTTWITZ & co, LTD
| STATE OF LOUISIANA. PARISH OF
| DIEHSkESNS. CITY OF NEW OR
Re 1t known, that on this the 31st
DAY or the month of May, in the wear
OF our Lord one Thousand Nine HIM
uled ana Ihirteen. and of the indie
| pehuence OF the United States Of Amer
| lea the one Hundred and THIRTY
| seventh before me, James Clark Hen
| riqueS' a Notary Public, duly commits
Iarish of Orleans, therein residing. and
| IN Ihe presence of the witnesses here
| matter named and UNDERSIGNED per-
Sohally came and appeared the persons
| whose names are hereunto subscribed
all above the full age Of majority and
| residents OF this State. who seyeralIv
| declared, That availing themselves of
Int PROVISIONS or the laws of this State
| ItldllNe 10 the organization of CORPORA
| tlons. they have formed and Organized
] anu 90 by these presents form and or
| game themselves into and constitute a
| corporation and body polite in law for
| the objects and purposes and under the
| SIpuldIlOnS and agreements hereina fl
tr set torth and expressed which they
| hereby ADOPT as their charter. to wit.
-, ARTICLE THE name and title of
| the corporation hereby formed is de-
| Giared TO be "A. $. KOTTWITZ a. COM
| iANl. LIMITED" its domicile shall ne
IN the City OF New Orleans. State of
| Louisiana, and il shall have and eni0v
succession by its corporate name for
| period of Twenty-Five (25) years from
| and after date hereof
This corporation shall have power
| ana authority to contract, sue and be
| SUED IN Its corporate name; to make
| ana use corporate seal; to hold re-
| celve, hire and purchase real estate
| ana personal property, and to sell
mortgage or pledge the same: to bsr-
other obligations
All citation or other legal process
shall be served upon the President or
upon the Secretary Treasurer.
ARTICLE 1.-THE objects and pur-
poses for which this corporation is or
| canned and the nature of the business
/ 10 be carried on by it, are hereby de-
clared 10 be: To conduct general
wholesale produce business in the City
OF New Orleans. and elsewhere, and
especially TO acquire and conduct the
business and good Will of the CONNER
clal hrm of A. 5. Kottwitz & Company,
now conducted at No. 81 Poydras
street, in this City. and the existing
lease thereon, and generally to do ev-
erything that may pertain to or pro-
4 mote said business and the interests of
| this corporation.
ARTICLE lII-The capital stock of
sum of Twenty Thousand Dollars (s2O,-
100000, divided into and represented by
Two Hundred Shares of the par value
of One Hundred Dollars CsIOOOO each.
i which shall be paid for in cash at the
time Of subscription.
| Transfers of stock shall only be made
on the books of the corporation by
stockholders in person or by proxy, but
no stock shall be sold or transferred by
any stakeholder unless said stock shall
have first been offered for sale to the
other stockholders at the same price
offered to others. through written no.
tice sent to the corporation; and only
i upon failure or neglect of the other
| stockholders to avail themselves with
in thirty days, of such right to pur-
chase. shall such stock become trans
! ferable.
No stakeholder shall pledge or hy-
pothecate his stock to any person other
than a stakeholder without the approx
al of the Board of Directors.
This corporation shall commence
| business and be a going concern as
| soon as Ten Thousand Dollars of its
capital stock has been subscribed.
ARTICLE IV-All the corporate pow
I ers of this corporation shall be vested
| in and exercised by a Board of Direc-
| tors to be composed of three stockhold-
ers, two of whom shall constitute
quorum for the transaction of all bust
ness. They shall be vested with full
power and authority to make all con-
such bylaws, rules and regulations for
the government of the business and af-
fairs of the company, and alter and
amend the same; appoint, hire and dis
charge all officers, agents and en-
ployees, fix all salaries, and generally
do and perform all things necessary in
the transaction of the business and af-
fairs of the company. Said board shall
fill all vacancies which may occur in
their number.
ANY director shall have the right to
appoint another stockholder as his or
her proxy to act for him or her in case
of absence or inability to attend any
or all meetings of the Board of Direc-
tors. which proxy, for the time being,
shall have and exercise all the rights
and powers of his principal on said
board.
ARTICLE v-The first Board of Di-
rectors Of this corporation shall con-
Sinai. and John A. Dillon. with the said
Mrs. NJ. II. Kottwitz as President and
John A. Dillon as Secretary Treasurer,
who shall hold their office until the
until their successors are duly elected
and qualified.
On the third Tuesday in November,
1914. and annually thereafter, an cleo
ton for directors shall be held at the
office Of the company. under the super
vision of two commissioners to be ap-
pointed by the Board of Directors, and
the directors then elected shall imme-
diately take their seats and hold Office
until their successors are duly elected
and qualified: each board shall elect its
own officers. which shall consist Of a
president and a secretary-treasurer.
All corporate elections shall be by
ballot. and a majority of votes cast
shall elect. and each share of stock
shall be entitled to one vote, either in
person or by proxy.
Written notice of all elections shall
be given to the stockholders by the
secretary, at least ten days prior to
elections
ARTICLE vI-This act of incorpora-
ton may be changed, altered or modi-
fed, or this corporation dissolved with
the assent of three-fourths of the
stockholders present or represented at
any general meeting Of the stockhold-
ers convened for that purpose, after
thirty days prior notice of such meet
ing shall have been given by the secre-
| tary to each stakeholder Of record, and
| in accordance with law.
| ARTICLE VII-Whenever this cor
| poration is dissolved, either by limita-
ton OF its charter. or from any cause,
its affairs shall be. liquidated by two
commissioners to be appointed from
among the stockholders at a general
meeting of the stockholders convened
for that purpose after thirty days prior
written notice shall have been given
| by the secretary to each stakeholder,
mailed to his or her last known adj
dress. Said commissioners shall remain
| In off1ce until the affairs of said cor
poration shall have been fully liquidat-
ed In the event of death Of either COM
missioner, the survivor shall continue
| to act.
| ARTICLE vIII-No stakeholder Of
~ frv1 -l1