The herald., 1914-12-17
CHARTER
OF J. P. SIMMONS PIANO COMPANY, I

OF ]. T. SIMMONS PIANO COMPANY, IN.
October 81, 1914
Crited States Of America, State OF Louisiana,
Parish OF Orleans, City OF New Orleans.
Be it known, that on this thirty-first day
Il the month q October, IN the year # Dir
Lord One Thousand Nine Hundred and Four
teen and Of the Independence Of the United
States of America the One Hundred and
Ihirty.nInth, before me. Lawrence NJ.
Janin, notary public, duly com
mi ssioned and qualified, in and for
this city and the Parish of Orleans, there
IN residing, and in the presence OF the wit
uesses hereinafter named and undersl lgned,
personally came and appeared the several per
sons hereinafter named and undersigned all
residents OF the City OF New Orleans, and
all OF iull age OF majority, who severally de-
clared that, avaIling themselves OF the laws
Of the State OF Louisiana, and particularly OF
the provisions OF the Act No. 2o7 OF the Cen
eral Assembly OF l9l4, re atIve to the i3rma-
ton OF corporations, they have cOvenauied and
agreed, and by these presents do covenant and
agree for themselves, their successors and
assigns, to form themselves into a corporation
and body polite for the objects and purposes,
and under the stipulations following, to-wIt:
Article 1.-The name and title OF this cor.
poration shall be 81. p. SIMMONS PIANO
COMPANY, INC" and under ITS said corpcr-
ate name II shall have power and authority
TO have and enjoy corporate existence and
succession for the full term and period Of
ninety nine years from and after the day ana
date hereof; TO contract, sue and be sued; TO
to alter and break at pleasure; TO hold re-
ceive, lease, purchase and convey, as well as
mortgage and hypothecate property, real, per
sonal and mixed, corporeal and Incorporcali
to borrow money and 10 make and issue
bonds, notes and other evidences OF debt, ana
to secure same by mortgage, pledge or other
wise; 10 name and appoint such managers,
agents. directors and officers as ITS business
interests and convenience may require, and
to make and establish as well as to alter and
amend, from time to time, such bylaws, rules
and regulations for the proper government ana
mana cement OF the affairs and business OF
said corporation as may be necessary and
proper; and 1t shall have power to do any or
all OF these things IN any city and state OF
the United States and in all foreign countries.
Article 1.-THE dOmICIlc OF said corporation
shall be in the City of New Orleans, State Of
Louisiana, and all citations or other legal
process shall be served upon the president OF
said corporation, or IN tbs event OF his alb
SenCe or inability, upon the iIrst wee preSi-
dent thereof, and in the absence or inability
Of both OF said officers, upon the secretary
or treasurer OF said corporation
Article lII.-The objects and purposes Tor
which this corporation IS organized and cs-
tahlished, and the nature and character Of
the business to be carried on by II are hereby
declared to be: the buying and selling at re-
tail and wholesale, for its own account, or
Tor the account OF others, all kinds of pianos,
organs, music boxes, mechanical piano players
and PLAYER pianos, monographs, talking ma
chimes and other musical instruments ana
devices OF every klUd ana CndIdNltIF SHtt'
music and musical compositions OF all KINDS
to rent, lease, hire, buy, sell and exchange
same, and generally 10 do and engage IN any
other business, undertaking or enterprises,
connected with, growing out OF, or Incidental
to such piano and general musical lnstru-
mert supply business. said corporation may
establish agencies, offices or branch esiap-
lIShmcutS at such places and AT suCl times
as the board OF directors may determine.
Article IN.-The capital stock Of this cor
-. bpraly YNRi a the llltN
Thousand Dollars (S50.000O), divided into and
represented by Five Hundred tSOO) Shares OF
the par value OF One Hundred Dollars tSlUuuOI
each, and the corporation shall be a gong
concern as soon as Forty Thousand Dollars
(S+OOOOOOD OF stock has been subscribed and
paid for. The capital stock OF the corporation
may be increased TO One Hundred Thousand
Dollars (SlOOOOUO). The stock OF Sdld cor
poraton shall be paid for in cash. or IN IN
stallments on the call of the board OF dlrec
| tors, or may be issued at not less than pa'
| for services actually rendered TO or property
actually purchased by said corporatioE. Al
shares OF stock shall be full paid and non
| assessable, and all certificates Of stock shall
| be signed by the presIdeht and sec
retary of said corporation. No trahS an.
| corporation unless made upon its books, an'
| no stakeholder shall sell or dispose Of IN
| stock without first offering same IN wrItin'
to the corporation, who shall nave the riHh
to buy same within ten Uo) days at currcn
| or market value.
| Article N.-All the corporate powers OF thi
| CORPORATION shall be vested IN and the man
| aVemcnt and control OF its business and al
| fairs shall be exercised by board oi dlTec
| tors composed OF five 80 stockholders.
| The number of directors may be increased
| from time to time by vote OF the director
| then holding office to not exceeding seven ~
and NAV at any time after such increase b
decreased TO not less than five 81. A ma
| ioritv OF the board of directors shall conNtitut
| a quorum for the transaction OF all business
The board Of directors shall be elected an
| nually on the first Monday IN January
each wear by ballot Of the stockholders. Fac
! stakeholder shall be entitled, IN person or D
written proxy, TO one % vote tor every shaT
of stock owned by him. All elections shaI
he held under such rules and regulations a
NAV he determined by the board OF directors
and after at least fifteen O5D days write
notice shall have been given each stockholdt
before such meeting, by depositlng houC
OF such meeting IN the poStoinCe, properly dC
dressed to each stakeholder. The. director
thus elected shall continue IN Office toT on
O) wear, or until their successors shall nav
been elected and duly qualified No tallui
| to elect shall be regarded as a forfeiture
| this charter Any vacancy occurring on sai
board of directors shall be filled by the r.
naming directors for the uncNpIred term Sal
board OF directors shall at MS lirst meetlil
on the first Monday in January, l9lo, an
annually thereafter, elect from ITS number
? president, d first vice president, second VIZ
| president, secretary and treasurer: Sa
4 hoard OF directors Sildli nave NlIt iieh,
e mower to appoint and dismiss such clerk
1 managers and other employees OF the corpor
4 tion as conditions may justify or the bus
c ness or interests OF the corporation may T
ouire. The tenure Of all employees OF Il
: corporation shall be during the pleasure
! the board of directors.
= Article Vino subscriber for stock sha
ever be held liable for the contracts, taul
y or debts of said corporation IN any iurth
sum than the unpaid balance, II any, due u
corporation on the stock for which he has su
| scribed: nor shall any stockhoder ever
held liable for such contracts faults or deD'
: in aty further sum than the unpaid balanC
i if any, on the stock owned by him; nor sha
{ any mere nfOrmality IN organization ma
y ! the effect of rendering this charter null
; rendering any subscriber or stOckholder lian
> bevond the unpaid amount, II any, Temalhl
due on his stock.
trticle EIII.-Whenever this corporation
dissolved either by limitation OF ITS chart
or from any other cause, its business ana
fairs shall be lquidated by three 90 stoc
holders, to be elected and qualified IN I
manner provided by law, and they shall co
,inue in office until the affairs Of the G.
noration have been fully settled and lIq'
dated. In case of the death OF one OF 50
lliouidators or his refusal inability to SER
the remaining liquidators may III the
: cancv from among the stockholders, or m
themselves proceed with all the power a
: authority vested in the full number.
a Article VIII.-This act of Incorporation m
be changed, modified, altered or amended