The herald., 1913-07-10
CHARTER
ON

CHARTER
OF
A. 5. kOTTWITZ e co. LTD.
STATE OF LOUISIANA, PARISH or
9RkEANS. CITY OF NEW OR.
BE IL known. that on this the 31st
day OF the month Of Nav. i'm the Nsea,
/ OF our Lord one Thousand Nine Hum.
dred and Thirteen, and of the Ind.
pehuehce OF the United States OF Amer.
lea the one Hundred and Thirty.
! seventh, before me, James Clark Hen.
i riqueS, Notary Public, duly commits.
stoned and qualified in and for IN.
idriSh OF Orleans. therein residing. and
IN the presence Of the witnesses here.
| matter named and undersigned ner.
SoHaIly came and appeared the persons
whose names are hereunto subscribed
al 5poEe tne full age of majority and
| LeSiuehtS or this State, who SeyeraIIv
declared, that availing themselves OF
| the provisions of the laws of this STATE
!tIdtlVe 10 the organization of corpora
iOIsi lIey nave formed and organized
anu 90 by these presents form and or
| game themselves into and constitllte a
corporation and body polite in law for
tne OBJECTS and purposes and under the
| stlpulatlons and agreements hereinaft-
er set forth and expressed. which tbey
| hereby adopt as their charter, TO viii.
! ARTICLE THE name and title of
| the corporation hereby formed is de-
G GaTT TO BE be - "A 4 4 s KOTTWITz & COM
| in the City OF New Orleans. STATE Of
Louisiana. and it shall have and enjoy
| succession by its corporate name for a
and after date hereof
This corporation shall have power
| ana authority to contract, sue and be
sued IN Its corporate name; to make
| and 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-
row money and issue bonds, notes and
| other obligations.
| All citation or other legal process
shaII be served upon the President or
| upon the Secretary Treasurer.
ARTICLE 1.-THE objects and mr.
poses for which this corporation is or
Sanized and the nature of the business
| to be carried on by it, are hereby de-
clared to be: To conduct a 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
cial firm of A. 5. Kottwitz & Company,
street, in this City. and the existing
lease thereon, and generally to do ev-
erything that may pertain to or pro-
mote said business and the interests of
this corporation.
ARTICLE III-The capital stock of
this corporation is hereby fixed at the
sum of Twenty Thousand Dollars CS2O,-
100000, divided into and represented by
Two hundred shares of the par value
of One Hundred Dollars (sl00.0O) each,
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
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 going concern as
soon as Ten Thousand Dollars of its
capital stock has been subscribed.
ARTICLE IV-An the corporate pow
ers OF this corporation shall be vested
in and exercised by a Board of Direc-
tors to be composed OF three stockho old
ers. two of whom shall constitute a
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
MI all vacancies which may occur in
their number.
ANY director shall have the right to
appoint another stakeholder 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
ARTICLE v-The first Board of Di-
rectors of this corporation shall con-
sist of Mrs. NJ. II. Kottwitz, Joseph
Sinai. and John A. Dillon, with the said
Mrs. M. II. Kottwitz as President and
John A. Dillon as Secretary Treasurer,
who shall hold their office until the
third Tuesday of November, 1914. or
until their successors are duly elected
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 it's
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 V1I-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 ad-
dress. Said commissioners shall remain
In office 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