The herald. [volume] (New Orleans, La.) 1905-1953, 1914-09-03
CHARTER
or
WAIDWORN COMPANY.

ers hereto who declared that, avaIlins them
selves OF thr laws OF this State in such cases
provided, they hereby form themselves, their
associates and successors into corporation,
under the following stipulatlons, which they
adopt as their charter, tO-wit:
ARTICLE The name and style OF this
corporation shall be WALDIORN COM
PANN, and said corporation shall enjoy sue
CcssIou for period of uInety-uine years from
this date and shall have all the powers con
Icrred by Law upon corporations. and authority
TO exercise all powers necessary OF convenient
20 its business, with power to buy any exist
ing businesses and 10 pay therefor II cash or
stock of the corporation.
ARTICLE 1.-THE domicIe OF this corpora.
ton shall be m the CITY OF Ne" O,icans.
State Of Louisiana, and all citation and other
legal process shall be served upon the PresI-
dent, and in his absence or disability. upon
the Secretary Treasurer.
ARTICLE llI.-lhe objects ard purposes
OF this corporation and the nature OF the busI-
ness to he carried on by It are hereby declared
TO be: To carry on the business Of manuiac-
turing, repairing, buying and selling gold,
SIlvcT, bronze and other metal wares, precious
stones, jewelry OF every kind, ceramics, glass
ware, ChIndwdTe, paintings, CurIOS, antiques
Of all kinds. and furniture. and generally all
objects Of woodwork, rugs, tapestries, drap-
crIes. upholsterIng materials and all other
articles OF merchandise connected with OF M
cidentdl to said business; and doing all in
terror wood and decorating and upholSrcrIrg
work, and all other work connected with said
blSllf-S, LGt CARRYING on OF illt business OF
pawnbrokcT, and generally 20 do everything
Incidental 20 OF connected with said business.
ARTICLE IN.-The capital stock OF this
corporation Is hereby fixed At the sum OF one
hundred thousand (SlOuWO dollars. divided
into one thousand shares OF the par value OF
one hundred dollars per share. The corpora
ton shall have the night to commence bust
ness and be a going concern when three thou
sand dollars of the capital stock shall have
been subscribed. All stock shall be paid for
IN cash, or property received. or labor done,
at such times and upon such tens and cOndI-
tiOnS as the Board OF Directors shall prescribe.
All transfers of stock shall I've made on the
books OF the company on the surrender OF the
outstanding certificate and pursuant to such
rules As the Board Of Directors may prescribe
No stakeholder shall have the right to sell or
otherwise dispose Of his stock without first
offering Il an writing for ten days. through
the Board Of Directors. 20 the other stoCkhOld-
ers who shall have the right TO buy the same
III proportion to their respective holding.
within said period for cash at a price not N
excess OF the book value Of date of such
offer, and If any stakeholder refuses TO pur-
chase. the others shall have the right to buy
the same IN proportion to their respective
holdings; and all stock shall be issued and
held subject TO this provision, and any per
son acquiring same shall acquire and hold II
subject to the terms Of this article.
ARTICLE V.-All the powers of this cor.
poration shall he vested in and the business
and affairs shall be managed by a Board of
three Directors, elected at the annual meet
ing ncl0 on the tlfSt MONDAY Of lllY OF GdCn
year, except the first board named herein
who shall hold office until the first Monday
OF July, 1915. All elections shall be by bal
lot under the supervision OF said board. No
tiCe OF such meeting shall be given by the
Secretary Treasurer IN writing delivered or
mailed TO each stakeholder, or by pubica-
ton in a newspaper of this city, at least ten
days prior to such meeting; but this notice
may be waived by all the stockholders.
At all meetings Of stockholders, every
stakeholder shall he entitled TO one vote for
each share OF stock standing in his ndme on
the books of the company a; the date Of such
meeting, SAID votes TO be cast IN person or by
written proxy; and a majority Of the votes
cast shall be sufficient 10 elect or carry any
motion or resolution or adopt any action, eX-
cept where otherwise provided by Lew or by
this Charter. The failure to elect at any
meeting shall not dissolve affect the cor
poration. but the directors and officers shall
remain in office until their successors are
elected and qualified. After their own cleo
ton. the Board of Directors shall, as soon as
possible, elect 4 President. Vice President
and a Secretary Treasurer from their own
number, and such other officers, agents and
employees it may deem proper, who need
board may grant such powers and prescribe
such duties to each officer, agent and en-
ployee said board may deem proper. All
vacancies in The board shall be filled by the
remaining directors. Any member OF the
board may, by written proxy, appoint any
stakeholder his representative to attend any
meeting and act in his stead The board shall
have the power to make, amend and repeal
all bylaws and regulations of the corporation.
The first bOaIi of directors and officers
shall consist of Maurice NJ. Levi, President
Mrs. Albertne L. Waldhorn, Vice President,
and Samuel L. Wsldhorn, Secretary Treas
urer.
ARTICLE VI-Whenever this corporation
shall be dissolved, either by limitation or
otherwise, its affairs shall be hquidated by
two commissioners to be appointed from
amongst the stockholders at general meet
ing of the stockholders convened for that pur-
pose, of which meeting notice shall be given
in The time and manner provided for stock
holders meetings in Article VII of this Char
ter. and a majority in amount of the capital
stock represented at such meeting shall be
requisite to elect. Said commissioners shall
remain in office until the affairs of the COM
pany are fully liquidated. In case of the
death, resignation or inability to act of either
OF said commissioners the vacancy shall be
filled by the stockholders after similar no
ticc, until which time the survivor shall con-
tinuc to act The said notice may be waived
by the unanimous consent of all the stock
holders.
ARTICLE VII-This act of Incorporation
may be modified, changed, or altered, or said
corporation may be dissolved with the assent
of three-fourths of the capital stock represent
ed at general meeting OF the stockholders
convened for that purpose, and after due no
tice shall have been given in a daily news
paper published in this city once a week for
thirty days preceding the meeting. The said
notice may be waived by the unanimous con-
sent of all the stockholders. Any changes
made or proposed with reference to the capital
stock shall be made in accordance with the
laws of this State on the subject of altering
the capital stock of corporations.
ARTICLE VIlI.-No stakeholder shall ever
be held liable for the faults or contracts of
said corporation in any further sum than the
unpaid balance due the corporation on the
shares owned by him; shall any mere in
formality in organization have the effect OF
rendering the Charter null or exposing any
stakeholder to any liability beyond the I'M
PAID balance due on his stock.
The subscribers hereto have respectively
written opposite their names the amount OF
stock owned by them in this corporation, SO
that this act ofhncOrporation may also serve
as the original subscription list of the cor
poration.
Thus done and passed at my office in the
City of New Orleans, in said State, on the
day. month and year herein first above writ
ten, in the presence of Messrs. Zachary Adler
and Thomas A. Tabary, competent witnesses
of the full age of majority and residents OF
this City, who hereunto sign their names with
the said appearers and me, Notary, after read
ing of the whole.
Original signeO
Albertine l. Waldhorn, 2S shares; Maurice
NJ. Levi, l share; Samuel L. Waldhorn,
share.
Witnesses:
ZACHARY ADLER,
T. A. TABARY.
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