The herald. [volume] (New Orleans, La.) 1905-1953, 1913-05-15
CHARTER

one hundred and thirty seventh, before me-
Edward Paul Foley, a notary public. duly
commissioned and qualified, in and for the
above city, parish and state therein reSid-
ing and in the presence OF the witnesses
hereinafter named and undersigned. person
ally came and appeared the persons whose
names are hcreuntO subscribed, who de
Clared that awaiting themselves OF the pro
visions OF the laws OF this state relative to
the organization OF corporations, they have
covcnanted and agreed and do. by these
presents, covenant and agree. bind, form and
constitute themselves as well such other
persons as may hereinafter join, or become
associated with them, into corporation
and body polite in law, for the objects and
purposes and under the agreement and stip-
ulatiOns following, tO-wit:
ARTICLE l.
The name Of this corporation shall be
the Phil l.. Cresap Company. Limited. and
under that name it shall have and enjoy
corporate existence and succession for a
period OF ninety nine years. from and after
the date hereof unless sooner dissolved in
the manner hereinafter provided; TO con-
tract. sue and be sued; TO hold. receive. pur-
chase and convey, as well as mortgage, by
pOthecate and pledge property. both real
and personal; to issue negotiable bonds and
notes 10 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 TO
alter at pleasure; to make and establish
such bylaws, rules and regulations for the
proper mana cement 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 III.
The domicie OF this corporation shall be
in the city OF New Orleans, parish OF Or
leans, state of Louisiana. All citations and
other legal process shall be served on the
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 this
corporation Is organized. and the nature of
the business to be carried on by 1t. are here
by declared to be: to buy, sell, manufacture
proprietary and pharmaceutical preparations
for its own account. or for the account or
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 do
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 49,, 100000 dollars, TO be represented
the par value OF ten $4,000 dollars each
and five thousand (Sj,00000) dollars. OF
the said capital stock, must be subscribed
and paid for before the corporation can or
remaining shares OF said stock, shall be is
sued by the board OF directors as they shall
deem fit 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
non asseSSable.
Said stock shall be represented by stock
certificates and transferable only on the
books OF the corporation, on the surrender
OF the outstanding certificate, or due proof
Of loss.
Before any stock can be transferred, II
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 90
| days from the time of offer, then the holder
| and owner OF the stock may dispose of II
| in the open market.
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 president, vice-president, and &
| ary-treasurer-general manager, all o.
| whom together shall constitute a boarC
| of directors, two of whom shall constitute
| a quorum, for the transaction of business
and all corporate powers shall be vested II
! and exercised by the said board OF directors
| The first board of directors shall cOnsis
| OF j. j. Weinfruter, ST., as president. F. o
| CreSap, as vice-president and Phil L. CreSap
| secretary-treasurer and general manager
| said board shall serve until their successor
are duly elected and qualified, on the secOnC
| Thursday 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
convened for that purpose.
Each share OF stock shall be entitled t.
| one vote, TO be cast by the stakeholder
either by person or proxy, the majority o
| the stockholders or stock present or repre-
sented by proxy shall elect. The annua
meeting for the election of the board o
| directors shall be preceded by ten (1O) day
| notice mailed tc each stakeholder to attent
| said meeting.
| ARTICLE VI.
/ The secretary treasurer general manage
| shall keep a set OF books, showing the dali,
| receipts and disbursements OF the funds o
| this corporation, and shall make deposit o
| receipts in such bank that may be desig
mated by the board OF directors. All check
| or vouchers issued against the funds OF thi
corporation shall be signed by the presiden
and by the secretary treasurer general-mas
ager.
ARTICLE VII.
! No stakeholder shall ever be liable or Re
| sponsible for the contract, or faults OF thi
! corporation, nor shall any mere infOrmalit
| in organization have the effect OF rendering
| this charter null, or OF exposing q stock
holder to any liability beyond the amour
due on his capital stock.
ARTICLE VIII.
| This act OF Incorporation may be changed
| altered or modified. or the corporation ma
be dissolved with the assent OF threp fourth
OF the stock represented at a special meetin
called for that purpose after its object
have been made known by ten (10) days
previous notice in writing, delivered o
| mailed each stakeholder, and upon comply
ing with the laws OF the state OF Louisiana
Whenever the corporation Is dissolved, it
affairs shall be liquidated by two commits
sioners elected by the stockholders OF thi
| corporation.
Thus done and passed, In my ofice, 4
the city OF New Orleans, on the day, mont
and year first herein above written. in tn
presence Of William F. Cakes and Josep
Murray competent witnesses, who have here
unto signed their names with the said az
bearers, and me, notary, after due readin
Of the whole.
] Original signed: J. J. Weinfruter, Sr
90 shares: E. o. Cresap, 10 shares; Phil 7
Cresap, 300 shares Julius Forsyth, / share
VIM. F. Cakes, j. Murray
| ED. p. FOLEY, Notary Public
1 the undersigned, recorder of mortgage
In and for the parish of Orleans state Q