The herald., 1914-08-13
ACT OF INCORPORATION

~ ~
United State, Of America. State Of Louisiana,
Parish Of Orleans, City Of New Orleans.
BE II known, that ON this the twenty-nlnth
day Of the month OF July m the year Of our
Lord one thousand nine hundred and four
teen, and of the independence of the United
States OF America the one hundred and thirty
eighth, before me-, Joseph Sinai, a notary pub.
lie. duly commissioned and qualified, IN and
for the parish of Orleans, therein residing,
and in the presence of the witnesses herein
after named and undersigned, personally came
and appeared the several persons whose names
are hcreuutD subscribed, who, Severdily lie
Clarcd, that avaIliug themselves ot the laws
Of the state of Louisiana, relative TO the OF
ganIzatIou of corporations, they have agreed,
contracted and Cuvcrantcd, and do 10y these
presents, agree, contract and covenant and
bind themselves, a. well as all such persons
as may hereafter become associated with them,
and their successors, TO form, OrdaIn and
establish "A corporation and body politlC IN
law. for the objects and purposes and under
the articles and StipulatlonS following, To-
wit:
Article THE name and style Of said cor
marathon shall be White Brothers Company,
and under said corporate name ! I shall have
power and authority to have and ENJOY sue
cession for the term and period OF ninety
nine years from and after the date hereof;
to contract, sue and be sued; to make and
use a corporate seal and the same to break
or alter at pleasure; to hold, receive, lease
purchase and convey, aS well as mortgage
hyputhecate and pledge property, real, per
sonal and mixed, corporal and incorporate;
to make and issue notes and other obliga
tionS or negotiable Instruments; TO name ana
appoint such managers, agents, directors and
officers as its interests and convenience may
require: and to make and establish, As well
as alter and amend, from time to time, such
bylaws, rules and regulations as may be nee
essary and proper for the government OF ITS
affairs.
Article 1.-THE domicile of said corpora.
tion is hereby liked in the city OF New Or
leans, state OF Louisiana, and all citation or
other legal process shall be served upon the
president OF the corporation or IN the event
Of his absence, upon the secretary thereof:
Article lIl.-Thc objects and purposes tor
which this corporation Is established and the
nature of the business to be carried on by IT
are hereby declared and specified to he: to
carry on business as jewellers, gold and sill
yer smiths. dealers in china, cut glass, curl
o%sities. articles of vcrtu, COINS, medals, bull
lion and precious stones, and as manutactur-
ers of and dealers IN gold and silver plate
plated articles, watches, clocks, chronometers,
and optical and scientific instruments and
appliances Of every descriptions; and gener-
ally to do and perform all such things as
may relate or appertain TO the SUBJECTS and
purposes above expressed.
Article IN.-The capital stock OF said cor
p~oration is hereby fixed at the sum OF two
hundred and fifty thousand dollars, $3.50,
HDOm, divided into and represented by
twenty-five hundred (2,5OO shares of the pal
value OF one hundred dollars CSlOO.OO) each
which stock shall be paid tor III cash. or 10
labor done, or services actually rendered TN
corporation, or property actually received TN
the corporation. All transfers of stock o
this corporation shall be entered on the stool
book, and no transfer of stock shall be II
any manner binding on the corporation unit
so registered in its stock book.
This corporation shall become a going con
Germ and commence business when nifty thou
sand dollars CS50,OOO.OO of its capital stool
shall have been subscribed.
No stock shall be sold or transferred unit
il is FIRST offered in writing to the corpora
ton at the then book value, which book yalu,
shall be ascertained by the Board of Dlrec
tors at a special meeting called TOR that pur
pose, and held within, thirty, days from th'
date of such notices the said corporation Il
have thirty days option on stocks so ottere,
from date of said notice; and any Stockholde
or stockholders shall have the absolute RICH
and privilege to purchase SAID stock at. II
book value, as ascertained by the Board o
Directors, upon the corporation declining
same, before said stock can he sold to an,
one not a stakeholder of said corporation; anC
no sale Of the stock OF said corporation shall
he effective unless said stock shall have beer
first offered for sale to the said corporation
or its stockholders, As above set forth, and by
them declined.
As additional shares OF the capital stock q
said corporation shall be subscribed tor, tn,
same shall hc offered to the holders OF stool
at the time OF such subscription, IN proportion
to the number Of shares held by them respect
lively.
Article V.-An the corporate powers of san
corporation shall he vested in and exercise
by a board of directors composed OF five 6
stockholders, to be elected annually on III
third Tuesday IN July Of each year, the frs
election to be held IN 1915. All such clc,
tions shall be by ballot, conducted at tn
Office of said corporation, under the Superv
sion Of one or more commissioners, 10 he az
pointed by the board of directors. Notice {
such election shall be given by the ~Sccretar
of the corporation 10 eacn StockholCcr ser
by mail 10 him at the address shown on III
books of the corporation, which notice sha
be mailed to him not more than ten days
less than five days prior to such election.
Every stakeholder shall be entitled TO or
vote for each share of stock standing IN h
name on the books of the company, t. /
cas-. in person, or by written proxy, and
majority of the votes cast shall elect.
Any vacancy occurring among the dlte'
tors by death. resignation or otherwise Sha
be filled by election for the remainder OF III
term by the remaining directors.
A failure al any time to elect directors Z
above provided shall not dissolve the eorpc'
alton, but an election shall be held as 500
as practicable after such failure, and att'
notice shall have been given as above PR
vided: and the directors in office at the TN
of such failure shall remain IN ofhce unit
their successors are elected ana quAiineu.
Three directors shall constitute a quoru'
for the transaction of any and all buSlnes
Al the first meeting OF the board OF ulIe'
tors after each election, SAID BOARD Snaii ele'
from their number a presloent, d en
dent. a treasurer and a secretary TWO OF an
of which offices NAV be combined and hlled b
one person, except that OF president. Sal
hoard of directors may appoint, from tim
to time, SUCH clerks anu o'hSt SWPINy-.
thew NAV deem necessary for the business {
sa;5 coTnoratiou, each and all of whom ma
he removed or discharged at any time at tn
pleasure of the board.
The said board of directors snail ADOPT
seal for the corporation, and shall make an
sstablish. as we'll as alter and amend, an
and ali bylaws, rules and regulations neces
sary and proper for the support and manage
ment of the affairs of said corporation. Fac
director shall have authority TO appoint, u
ur;t;ng. any other director to represent MI
y, any and all meetings of the board.
Article VI.-Whenever this corporation ma
be dissolved, whether by Limitation TIC or ,rol
hx the board of directors in office at tn
time Of such dissolution, and said board 10