The herald., 1913-10-23
CHARTER

llAN Els
OF GOOD YEAR RAINCOAT COMPANY
UNITED STATES OF AMERICA, STATE
CITY or NEW ORLEANS.
Be It known, that On this fourteenth gay
before me. Herman Michel, a notary pub
lie duly comm SSonrd and qualified in ana
for the parish Of Orleans state or loulNl-
ana. therein residing, and IN the presence Oh
the witnesses hereinaf' IT named and under
signed. personally cane and appeared, the
several persons whose names are hcreunto
subscribed who severally declared thar
awaiting themselves Of the privileges OF
the statutes and laws Of the state of
Louisiana, relative 10 the formation or cor
poratOns, they have coyenanted ana agreed
and do nv these presents covenant and agree,
and bind and ObliEate themselves. as vel
as all such persons who may hereinafter
become associated with them to form and
constitute 4 body corporate and polite In
law, for the objects and purposes, ana
under the stipulatiOnS and provisions fol
lowing tO-wit:
corporation shall be the Goodyear RaincOat
Company and under that name shall have
and enjoy all the rights, privileges AMI
advantages granted by law TO corporations,
and shall have the power and authority TO
enjoy succession and corporate existence fer
and during the period Of nnty-nine years
from the date hereof, unless sooner dis
solved in the manner hereinafter provided
said corporation shall have the power
and authority to contract, 10 sue ana De
sued, to make and use a corporate seal. and
the same &c break, alter or amend at
pleasure, to hold receive, purchase, convey
deliver. mortgage; hypothecate and pledge
notes and other obligations, negotiable In
struments or other evidences of debt; to
have and employ such managers, agents and
other employees as the interest and cOnven-
fence of said corporation may require or
demand and to make and establish such
bylaws, rules and regulations for the cor
20 nnnf nd trnI M :
affairs as may be deemed necessary and
ARTICLE 1.-THE domicilc of this cor
poration shall he in the city Of New Or
leans parish of Orleans, state of Louisiana,
and all citations and other legal process
shall be served upon the president, and In
his absence upon the vice-president, and In
the absence OF both, upon the secretary
ARTICLE III-The objects for which
this corporation Is created, and the business
to be carried on by II, are hereby declared
to be, to buy, sell and generally deal In,
either wholesale or retail all forms Of mer;
forms of rubber, rubberized and cravenet,
ted goods, clothes and clothing; to manu-
facture such articles and buy and sell the
same, either for its own account or on com,
mission. and generally TO do any and all
other things necessary, useful or connected
with the carrying on Of such business.
ARTICLE IV-The capital stock OF this
corporation is fixed at the sum OF three
thousand (S30OO.OO) dollars, divided into
and represented by, thirty 800 shares OF
the par value of one hundred (SlOO.OO)
dollars EACH said shares OF stock shall be
issued at par only, and when issued, shall
be paid for in cash or property, or the equiv
alent thereof. All shares OF stock shall b'
issued as full paid and worcestershire, and
no transfer of said stock shall be binding or
said corporation unless recorded on it'
books.
No stakeholder OF said corporation shall
sell his stock TO any person. until he ha:
offered 1t to the then stockholders Of the
corpora tlon at It's book value, and any
. transfer Of stock made in violation OF thi:
provision, shall not be recognized by the
corporation.
This corporation shall be a going con
Germ as soon as three thousand 3OOO.O0l
dollars of its capital stock has been sub
scrlbed as hereinabove provided
ARTICLE V-All the powers of this cor
poration shall be vested in, and the man
agement and control of It's affairs shall b'
exercised by, board Of directors to b'
composed OF three CD stockholders, two o.
whom shall constitute a quorum for tn,
transaction of the business of the corpora
ton. The first board of directors shall b'
composed of Harry :. Friedman, Philip jess
and Abraham Jess. The officers of the sale
first board OF directors shall be Harry $
Friedman, president, Philip Jess, vice-presi
dent and Abraham Jess, secretary-treasurer
and the said board of directors and saiC
officers shall serve and remain In Offic
until the second Monday in October, 1914
on which day, and annually thereafter, tn
board of directors shall be elected by tn
stockholders, at a meeting called for tina
purpose All directors and officers shall
hold office until their successors are electe,
and qualified, and any failure to elect direC
tors shall not be regarded as a forfeitur
of this charter
In the election Of directors. each stock
holder shall be entitled 10 one vote 70
each share OF stock owned by him, and ma
be cast either in person or by duly author
lied proxy and majority of the votes cas-
shall elect. Any vacancy occurring In tn
board of directors may be filled by the re
naming directors for the unexpired tern
At the first meeting of the directors afte
their election and qualification, they shal
elect from among their own number pres
dent, vice-president and secretary-treas
urer.
ARTICLE vI-All meetings of the stoeE
stockholders shall be called by written nc
tce mailed to the last known address o
each stakeholder, not less than thirty day
before the date fixed for such meetinl
unless said notice has been waived In writ
ing by the stockholders.
Article VII.-This act of Incorporate
may be amended modified, changed or a
tered, or this corporation may be dissolve
with the assent OF the stockholders holdin
and owning three-fourths of the capital stoc
hereof, who may be present or representa-
at general meeting OF the stakeholder
convened for that purpose and Of whic
due notice has been given.
Whenever this corporation shall be dis
solved, either by Limitation or from an
by three (3) Commissioners to be appointe
for that purpose from among the stockhold
ers, at meeting or the stockholders con
vened for that purpose; said commissioner
shall remain in Office until the affairs o
said corporation shall be fully and fnall
lquidated. ANY vacancy occurring anon
the liquldators from any cause whatsoever
shall be filed by the remaining Commission
ers.
Article yIII-No stakeholder shall eve
be liable or responsible for the contract
or faults of this corporation In any furthe
sum than the unpaid balance due by him OF
the shares OF stock subscribed to or owne,
by, him nor shall any mere informality Il
the organization of this corporation hav
the effect OF rendering this Charter null
or of exposing any stakeholder TO any fur
Their liability than the unpaid amount which
may be due on his stock subscription.
This list of subscribers hereunto annexed
shall serve as the original subscription lls
Of this corporation.
Thus done and passed In my notaria
Office in the City Of New orleans, In the
presence Of John l.. Corcoran and Otto T.
Hasenkampf, competent witnesses, of law
full age and residents Of this city and parish
who have hereunto subscribed their names
together with the said appearers and me,
Notary, after due reading Of the whole.
Original signed: Abraham Jess, 20 shares