The herald. [volume] (New Orleans, La.) 1905-1953, 1913-05-22
CHARTER

NhAhl DiS
OF PHIL p. .RESAP COMPANY, LTD;
UNITED STATES OF AMERICA, STATE
OF LOUISIANA, PARISH OF ORLEANS,
CITY OF NEW ORLEANS
Be il known, that on this, the third day
OF April, in the year OF our Lord, nineteen
hundred and thirteen, and Of the independ-
ence Of the United States OF America, the
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 hereunto subscribed, who de-
clared that availng themselves Of the pro
visions of the laws OF this state relative to
the organization OF corporations, they have
covenanted and agreed and do, by these
presents, covenant and agree, bind, form and
constitute themselves as well as 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 I.
The name OF this corporation shall be
the Phil L. Cresap Company, Limited, and
under that name Ii shall have and enjoy
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, ny
pothecate and pledge property, both real
and personal; to issue negotiable bonds and
notes; to 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 management 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 H.
The domicile 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 its secretary
Encouragement manager.
ARTICLE III.
The objects and purposes for which this
corporation is organized. and the nature OF
the business TO be carried on by It, are here
by declared to be: to buy, sell, manufacture
proprietary and pharmaceutical preparations
for Its own account, or for the account OF
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
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 w.
The capital stock of this corporation Is
hereby fixed at the sum OF twenty-five thou
sand (s25, 000.0 0) dollars, TO be represented
by twenty-five hundred (250Ol shares at
and five thousand (s5,000.00) dollars. Of
the said capital stock, must be subscribed
and paid for before the corporation can or
ganize and become going concern. The
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, 1t
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 (15)
days from the time OF offer, then the holder
and owner OF the stock may dispose OF 1t
In the open market.
The said capital stock of this corporation
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 a president, vice-president, and a
secretary treasurer-general manager, all Of
whom together shall constitute a board
OF directors, two of whom shall constitute
a quorum, for the transaction Of business,
and all corporate powers shall be vested In
and exercised by the said board OF directors.
The first board of directors shall consist
Of ]. ]. Weinfruter, ST., as president, r. o.
Cresap, as vice-president and Phil p. Cresap,
OBSERVATION-DISCLOSURES and general manager
said board shall serve until their successors
are duly elected and qualified, on the second
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 to
one vote, to be cast by the stakeholder,
either by person or proxy, the majority of
the stockholders or stock present, or repre-
scented by proxy shall elect. The annual