The herald., 1914-01-08

CHARTER
OF BOSTON SAMPLE SHOE SHOP. INC.
UNITED STATES OF AMERICA. STATE
OF LOUISIANA, PARISH OF OR

BE ii known, that on this second day o.
| the month Of December in the year on,
thousand nine hundred and thirteen. be
| fore me, Herman Michel, a notary public
/ duly commissioned and qualified In and fol
/ the parish Of Orleans. state of Louisiana
| therein residing, and in the presence OF th'
witnesses hereinafter named and uudersign
/ cd. personally came and appeared the Sey
eral persons whose names are hereuntO sub
Scribtd. who Severally declared that ayailiul
! themselves II the privileges Of the laws OF
| the state II louisiana, relative 10 the forma
| lion u corporations, they have covenantet
! ana agreed. and by these presents do Coyen
! ant and agree, and bind and ObiCate them
selves as Wei as all such persons as NAV
hereafter become associated with them, Il
I form and constitute a body corporate In
law, for the objects and purposes. and under
he SripIiat.'nS and provisions following
'o-wit.
ARTICLE 1.-The name and title Of thi,
corporation shall be the BOSTON SAMPLE
SHOE SHOP. INC. and under that name II
shall hav" ana enjoy all the rights, privi
le-"s and advantages granted by law to cor
pDratinu, ANA shall have the right. power
and authority TO enjoy succession and cor
pDratc rN!s'enc" for and during the fun pc,
ri0d Of ninety nine years from this date. IN.
less sooner dissolved in the manner herein.
latter provided for Said corporation shall
have the power and authority 70 contract
20 Suc ami ae sued: 10 make and Use a cor
DurUtg sea. ana the same 10 break. alter or
amend az pleasure: 10 hold. receive pur.
chase. convey. deliver. mortgage, hypOthe.
cate. and pledge any real or personal pro
perty. and 20 issue notes or other obllga-
lions, negotiable Instruments, or other eyi.
ieuccS Of debt: To have and employ such
managers agents and other employees a. the
interest and convenience OF said corporation
NAV rcqu.r" or demand, and TO make and
establish such bylaws, rules and regulations
for the corporate management and control
of its affairs as from time 10 time may be
deemed eXGedient or necessary.
ARTICLE 1.-THE domicile Of this cor
poration shall be in the city Of New Orleans.
parish OF Orleans. state Of Louisiana. and all
citations and other legal process shall be
served upon the president, and in his alb
Sence upon the secretary and in the absence
OF both. upon the treasurer.
ARTICLE llI-The objects and purposes
for which this corporation Is established,
carried on. are hereby declared to BE-, 10
carry on the retail shoe business in the city
OF New Orleans or elsewhere and in cOnnec-
ton with said business, TO sell all kinds Of
shoes. both FOR men, women and children, as
well as all the accessories incidental TO such
business. and for such purpose 10 buy. sell
and generally deal In merchandise Of all
kinds and characters. and generally to do
all and every such thing that may be neceS-
sary or incidental TO the conduct OF such
business. and not inconsistent with the other
provisions Of this charter.
ARTICLE lV.-The capital stock OF this
corporation is hereby fixed at the sum Of ten
thousand (Sl0,00000) dollars, divided into
and represented by one hundred (l00) shares
of the par value Of one hundred l(S1000OD
dollars each; said shares OF stock shall be
issued only at par, and when issued shall he
paid for in cash or property, or in the equiv
aent thereof. All shares OF stock shall be
issued as full paid and worcestershire, and
no transfer OF said stock shall be binding on
said corporation, unless recorded on its
books.
No holder OF stock in this corporation
shall sell his stock TO any person. until he
has first offered it TO the board Of directors
OF said corporation at its book value at the
preceding inventory, and II shall be optional
for this corporation 10 refuse any transfer
Of stock made in violation OF this provision.
This corporation shall be going concern,
as soon as three thousand (S3,00000) dol
lars Of its capital stock shall have been sub
scrlbed and paid for as hereinabove provided.
ARTICLE N.-All the powers OF this cor
porat iOn shall be vested in. and the manage
ment and control OF its affairs shall be exer-
cised by, board OF directors, TO be com.
posed OF three stockholders, any two OF
whom shall constitute a quorum for the
transaction Of the business Of this corpora
ton.
The first board Of directors shall be com
posed Of Samuel III. Mitchell, Charles ii.
Howard and J. L. Steinau.
The officers OF the first board Of directors
shall be Samuel Fl. Mitchell, president
Charles II. Howard, treasurer, and ]. l.
and officers shall serve and remain in Office
until the first Monday In December, 1914,
and on which date annually thereafter, the
board or directors snail be elected by the
at a meeting called for that
purpose. All directors and officers shall hold
office until their successors are elected and
qualified, and any failure TO elect directors
'hall not be regarded as forfeiture Of this
,harter.
In the election OF directors, each stock
holder shall be entitled to one vote for each
'hare OF stock held by him, which must be
asst either in person or by duly authorized
proxy: and the majority Of votes cast shall
'lect. Any vacancy occurring in the board
II directors may be filled by the remaining
directors, for the unexpired term. At the
irst meeting Of the board Of directors, after
heir election and qualification, they shall
'lect from among their number a president,
| treasurer and a secretary.
ARTICLE NI.-All the meetings OF the
stockholders shall be called by written no.
ice, mailed 10 the last known address Of
.ach stakeholder, not less than thirty days
'efore the date liked for such meeting, unless
aid notice has been waived in writing by the
took holders
ARTICLE vII.-This act Of Incorporation
nay be amended changed or altered, or this
4 the stockholders holding and owning three
ourths OF the capital stock thereof, who may
'e present or represented at a general meet |
ne of the stockholders convened for that
purpose, and Of which due notice has been |
,iyen.
Whenever this corporation shall be dis |
Olved, either by Limitation or from any |
'ther cause. its affairs shall be liquidated
or that purpose, from among the stock |
folders, at a meeting of the stockholders |
onvened for that purpose; said commission |
rs shall remain in Office until the affairs Of |
aid corporation shall be fully and finally IL |
Undated. Any vacancy occurring among the |
iquidators, from any cause whatsoever, shall |
'e filed by the remaining commissioners.
ARTICLE VIII.-No stakeholder shall |
yer be liable or responsible for the contracts |
II faults OF this corporation in any further |
um than the unpaid balance due by him on |
he shares OF stock subscribed to or owned |
" him nor shall any mere informally in |
he organization of this corporation have |
he effect Of rendering this charter null, or /
liability than the unpaid amount which may |
% due on his stock subscription.
The list OF subscribers hereto shall serve |
S the original subscription list of this cor
oration.
Thus done and passed in my notarial Of |
ce. in the city OF New Orleans, In the pres
nee OF Messrs. John L. CorcOran and Otto /
:. Hasenkampf, competent witnesses Of law
III age and residents OF this city and par
sh, who have hereunto subscribed their
ames, together with the said appearers and |
ne, notary, after due reading OF the whole.
(Original signed) Original signers. JnO.
= Corcoran, otto 7. Hasenkampf.
II. MICHEL, Not. Pub.
], the undersigned, recorder OF mortgages.
\ and for the parish OF Orleans, state OF
do hereby certify that the fore
DING act OF Incorporation OF the Boston
ample Shoe Shop, Inc, was this day duly
New Orleans, La, December 3rd 1913.
lSigned) EMILE ]. LEONARD, d. r.
tate Of Louisiana,
arish OF Orleans.
/, the undersigned notary, do hereby GER
fy the above TO be a true and correct copy
the act of Incorporation Of the Boston
ample Shoe Shop, Inc, passed before me |
n the 2nd day Of December. 1913. together