The herald., 1913-06-19
CHARTER

CHARTER
OF
\. :. kOTTWITZ & co, LTD.
| STATE OF LOUISIANA. PARISH or
ORLEANS. CITY OF NEW on
| LEANS.
'e it known, that on this the 3lst
DAY OF the month Of May. in the wear
! OF our Lord one Thousand Nine Hun
dfed ana Thirteen. and of the Indp-
| pendence Of the United states of Amer
| lCa the one Hundred and THIRTY
seventh, before me, James Clark Hen
riqueS. Notary Public, duly commits
stoned and qualified. in and for the
ldrlSh OF Orleans. therein residing and
IN the presence of the witnesses here
| matter named and undersigned, per
Sonally came and appeared the persons
whose names are hcrCuntO subscribed.
| all above the full age Of majority and
residents of this State. who severally
declared. That aVaillng themselves of
| the provisions OF the laws of this State
relative to the organization of corpora
! tons. they have formed and ORGANIZED
ana do by these presents form and or
ganlze themselves into and constitute a
corporation and body polite in law, for
| the objects and purposes and under the
SllpuldtlonS and agreements hereinaft-
| err set forth and expressed. which they
| hereby adopt as their charter, to wit:
| ARTICLE The name and title of
| the corporation hereby formed is de-
clared TO be a. 5. KOTTWITZ q COM
| IANG, LIMITED" its domicile SHAH be
| IN the city of New Orleans. State OF
LOUISIANA. and II shall have and enjoy
succession by its corporate name for a
| period of Twenty-Five (25) years from
and after date hereof
This corporation shall have power
and authority to contract. sue and be
| sued In its corporate name; TO make
and use corporate seal; to hold, re-
| ceive, hire and purchase real estate
and personal property, and to sell,
| mortgage or pledge the same: 10 ber-
| row money and issue bonds, notes and
| other obligations
| All citation or other legal process
shall be served upon the President or
upon the Secretary-Trea
ARTICLE 1.-THE objects and pur-
poses for which this CORPORATION is or
ganized and the nature OF the business
| TO be carried on by il, 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. S. Kottwitz * Company,
now conducted at No. 81 Poydras
street, in this City, and the existing
lease thereon, and generally to do ev-
| erythlng 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 ($20,-
00000l. divided into and represented by
Two Hundred Shares of the par value
of One Hundred Dollars (sl00.00) 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 a 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 stockhold
| 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-
i
| 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 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,
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 Treasurer,
| who shall hold their office until the
| third Tuesday of November, 1914, or
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
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-
| in accordance with law.
ARTICLE VII-Whenever this cor
poration is dissolved, either by limita-
ton of its charter or from any cause
it's 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
to act.