The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-17

said business.
ARTICLE ".
The capital stock OF this corporation IS
hereby fixed at the SUN Of one hundred
thousand dollars, divided into and repre-
Stuted by one thousand shares OF the par
value OF one hundred dollars per share. This
company shall have the right 10 commence
business and he q going cOnern when three
thousand dollars OF The capital stock Shall
have h.,u subscribed and paid for. All stock
shall b" Paid FOR c..her in cash or property
received co. Labor done at such time and
upon such t"rIS aud conditions as the board
OF Directors ,H1A prescribe. The capital
stock may 10. increased or decreased in ac-
Curitu-c with The laws OF this state. All
transfers @. stock shall be made on the
books OF iAc company on the surrender or
Outstanding certificates and pursuant 20 such
rules Jas the board OF directors may pre-
scribe, and no certificate OF stock shall he
issued except when paid In fun as above.
No stakeholder shall have the right 10
sell or dispose Of his stock without first
Offering It IN writing for fifteen days through
/ the board Of directors tp the other stock
holders in proportion to their respective
holdings, at price not In excess OF the book
value as Ot the date Of such Offer. and II
} any stakeholder refuses 20 purchase, the
. others shall have the right 20 buy the same
J i'm proportion 20 their reSpcctiv" holdings
+ and an stock shall b. issued and held sub
ject 20 this provision Of the charter
The corporation shall have the gi-ht to
Pur base any business within the purposes
/ OF this corporation and pay FOR sam" either
/ hy cash or In stock Of the corporation o.
otherwise as the board OF directors shall
decide.
! All the powers n this corporation shall
/ be vested In and the business and affairs
shall be managed by a board Of directors
/ consisting OF three stockholders who shall
| BE- elected annually at meeting OF the
. stockholders held on the first Monday "
/ March OF each year, except the first board
81 directors who shall hold office until the
first annual meeting which shall take place
on the first Monday Of March, 1914
. All elections shall be held by ballot az
III" office Of the company under the super
vision OF two commissioners to be- appointed
by the board Of directors. Notice OF such
meeting shall be given by the secretary
/ treasurer in writing, delivered 10 each stock
holder In person, or mailed to his last known
address, at least ten days prior to such clec-
ton, or by one publication in a daily news
paper In this city at least ten days prior To
such election; but this notice may be waived
by all the stockholders.
At all such elections and at all meetings
OF the stockholders, every stakeholder shall
he entitled TO one vote for each share OF
stock standing in his name on the books OF
the company at the date OF such election or
meetings said votes 10 be cast in person or
by written proxy, and a majority OF the
votes cast shall elect.
The failure to elect directors at the an
nual meeting shall not dissolve or affect the
corporation, nor impair its management in
any respect; but the directors and officers
shall remain In Office until their successors
are elected and qualified.
The board OF directors shall elect as soon
as possible after their own election, and
from their own number, n president vice
president, and a secretary-treasureI, and
may grant to each officer such powers as
they deem proper
All vacancies in the board for whatever
cause shall De filled by the remaining di-
rectOrs. Any member OF the board may APP
point any other stakeholder his proxy TO
attend any meeting and act in his place
and stead
The board Of directors shall be vested
with full power and authority to make all
contracts, purchases and sales, and to make
all bylaws, rules and regulations for the
conduct Of the business of the company, and
the same 10 alter, amend, or repeal at pleas
Il ure; and the board may from time TO time,
name and appoint all such officers agents,
servants and employees, as they may deem
necessary, and shall have the power to fix
, and define the duties Of every officer agent,
servant and employee.
All checks and evidences OF Indebtedness
must be signed by the president and the
secretary-treasurer, except that In the alb
sence or disability OF either, the vice presi-
dent shall act in his place
ARTICLE VI
Whenever this corporation shall be dis
solved either from limitation or otherwise
/; Its affairs shall be liquidated by two com
missioners to be appointed from amongst
; the stockholders at a general meeting OF
the stockholders convened for that purpose
of which meeting notice shall be given In
5 the time and manner provided for stock
l DOluerS meeting IN Article IL or this char
e ter, and a majority in amount of the capital
e stock represented at such meeting shall be
Y requisite to elect. Said commissioners shall
J. remain in office until their affairs are fully
liquidated In case of the DEATH resigna-
tion, or inability to act OF either OF said
commissioners, the vacancy shall be filed
by the stockholders after similar notice. I'M
til which time the survivor shall continue
TO act. The said notice may be waived by
: the unanimous consent OF all the stockhold-
ers.
ARTICLE VII.
This act OF Incorporation may be modified
changed, or altered, or said corporation may
be dissolved with the assent OF three fourths
OF the capital stock represented at a gen.
eral meeting of the stockholders convened
for that purpose, and after notice shall have
been given in daily newspaper published
; in this city once a week for thirty days pre-
!, ceding the meeting. The said notice may
be waived by the unanimous consent OF all
. the stockholders. Any change made or pro-
! posed with reference to the capital stock
shall be made in accordance with the laws
J OF this state on the subject OF altering the
capital stock Of corporations.
ARTICLE VIII.
Z No stakeholder shall ever be held liable
for the faults or contracts OF said corpor-
alton In any further sum than the unpaid
balance due to the corporation on the shares
owned by him, nor shall any mere infor-
: mality In organization have the effect OF
r rendering the charter null or exposing any
paid balance due on his stock.
ARTICLE TX.
! The first board Of directors shall consist
] Of Otto l.. Neugass, Chas. MendelsOn and
Ephralm Rosenberg, with Otto l.. Neugass
president; Chas. Mendelson, vice president I;
and Ephraim Rosenberg, secretary-treasurer
q The subscribers hereto have respectively
= written opposite their names the amount of
4 stock owned by them In this corporation, so
), that this act OF Incorporation may also
: serve as the original subscription list Of the
;, corporation.
!, Thus done and passed. at my ofice In the
e city OF New Orleans, In said state, on the
= day, month and year herein first above writ
{ ten, In the presence of Messrs. G. Arthur
t Seaver and James VI. Dillon, competent wit
l. nesses, of the full age OF majority, and resi-
l. dents Of this city, who hereunto sign their
d names with said appearers and me- notary
g. after reading of the whole
T. Original signed Otto L. Neugass, fifteen
| (15) shares; Eph. Rosenberg, fourteen (14)
shares; Chas. Mendelson, one ~ share.
Witnesses G. Arthur Seayer, Jas. NJ. Dill
'e Ion.
/ CHARLES RosEN, Notary Public
,e I, the undersigned recorder OF mortgages
p In and for the parish Of Orleans, state OF
Louisiana, do hereby certify that the above
and foregoing act of Incorporation OF the
Rosenberg Neugass Company was this day
r duly recorded in my office In book 1888, 70
,e Ito :. New Orleans, March 10. 1913.
,e (Slgned) EMILE LEONARD, by. r.
e. CHARLES ROsEN, Notary Public
IS march 10 20 p apr 10 II