The herald. [volume] (New Orleans, La.) 1905-1953, 1913-07-17
CHARTER
OF

CHARTER
OF
A. 5. kOTTWITZ & co, LTD.
STATE OF LOUISIANA. PARISH OF
i ORLEANS. CITY OF NEW OR
Be it known. that on this the 31st
day OF the month OF May. in the year
or our Lord one Thousand Nine Hum
dred and Thirteen, and OF the Inde-
pehdence OF the United States of Amer
yea the One Hundred and Thirty
i seventh, before me, James Clark Hen
i riques, Notary Public, duly commits
stoned and qualified in and for the
iarlsh OF Orleans. therein residing. and
IN the presence OF the witnesses here
lhalter named and undersigned, per-
Sohally came and appeared the persons
| whose names are hereunto subscribed
al above the full age of majority and
/ residents Of this State, who seyeraIIv
| declared, that availing Themselves ~
the provisions of the laws of this State
relative TO the organization of corpora-
ions they have formed and organized.
ana DO by these presents form and or
game themselves into and constitute a
corporation and body polite in law for
me OBJECTS and purposes and under the
80 20, Ion. anu agreements hereinaft-
er set forth and expressed, which they
hereby adopt as their charter, to wit:
| ARTICLE THE name and title of
tne corporation hereby formed is de-
fPi aTY 10 be ~ $; kOTTWITz & COM
| AN LIMITED its domicile shall be
in the City Of New Orleans, State of
Louisiana, and it 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
land personal 70 call
| mortgage or pledge the same; to bsr-
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 Treasurer
ARTICLE 1.-THE objects and pur-
poses for which this corporation is or
ganized and the nature OF the business
| 70 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 10 acquire and conduct the
| business and good will of the CONNER
cial firm of A. s. Kottwitz & Company,
now conducted at No. 317 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 a. the
| sW00), divided into and represented by
| Two Hundred Shares OF the par value
of One Hundred Dollars (s1O0.OO) 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 stockholder 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
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
soon as Ten Thousand Dollars of its
capital stock has been subscribed.
| ARTICLE IV-All the corporate pow
ers OF this corporation shall be vested
in and exercised by 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-
| tracts, purchases and sales, and adopt
| such bylaws. rules and regulations for
| the government of the business and af-
| fairs of the company, and alter and
| 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
| I'LL 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-
shall have and exercise all the rights
board.
ARTICLE v-The first Board of Dr.
sist of Mrs. NJ. H. Kottwitz, Joseph
Sinai. and John A. Dillon, with the said
Mrs. NJ. II. Kottwitz as President and
John A. Dillon as Secretary-Treasurer.
| 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
once OF the company, under the super
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
Shu each UOdTO snail eject It's
own officers. which shall consist of a
president and a OBSERVATION-DISCLOSURES.
All corporate elections shall be by
ballot, and a majority Of votes cast
shall elect. and each share of stock
snail 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-
ned, 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
Tor that purpose after thirty days prior
written notice shall have been given
Dy the secretary to each stockhOlder
mailed to his or her last known adj
dress. Said commissioners shall remain
| in office until the affairs of said cor
poration shall have been fully liuuidat-
ed. In the event of death of either COM
missioner. the survivor shall continue
to act