The herald., 1915-04-22

do by these presents, covenant and agree
and bind themselves, as well as such other
persons may become hereafter associated
with them, in order to form and constitute a
corporation or body polite in law, for the
objects and purposes, and under the stipua-
tiOns following, to-wIt:
Article THE name and title Of this cor
poration shall be The Southern Furniture
Store, Inc" and it shall have and enjoy
succession and existence for period of fifty
years from date hereof. 1t shall have, enjoy
and possess, all the powers, rights, prlvi-
leges and immunities accorded to corpora
tions under the laws of this State, and par
ticularly, under Act 267 of 1914 referred to.
Article 1.-THE domicile of this corpora
ton shall be in the city OF New Orleans,
State of Louisiana, where all citations and
other legal process shall I've served upon
the president, and in his absence, upon the
vice president, and IN the absence OF the
vice president, upon the SeCretary-treasurer
Article III.-Thc objects and purposes for
which this corporation is organized and the
nature of the business to be carried on by
1t, are hereby declared 10 be. to engage in
the business OF house furnishing good. and
supplies of all kind and character and in all
OF ITS branches, to buy and sell furniture
OF all sort and description, by retail or by
wholesale, and generally TO deal in all man
ner OF goods, wares and merchandise partl-
Cularly such are used and of utility
IN and about a household or business estab-
liShment, and in furtherance OF said purposes
and business, to buy, lease acquire such
material and property as may be necessary to
properly carry on and conduct SAID business
in all of its branches, and the establishment
and maintenance of plants, machinery, stores,
warehouses and otherwise and generally to
do all things needful and proper pertaining
or incidental TO such business.
Article lN.-Ihe capital stock Of this
poration is hereby declared to be the sum
Of twenty thousand dollars, divided into two
hundred shares of the par value Of one hun
bred dollars each, and this corporation shall
be operative and go into business and become
a going concern when two hundred shares
Of it's capital stock shall have been sub
scribed and paid for, to-wit:
At the execution of those presents, and in
the manner following, to-wit:
Fifteen hundred dollars, cash paid by Isl
dore Perlberg, being full payment for fifteen
shares, one hundred dollars, cash, paid by
Harry Tiepenbron, being full payment for
one share. Two hundred dollars, cash,
paid by Eddie Horowitz, being full pay
cash, paid by Eddie Tugenhaft. being full
payment for two shares. Eighteen thousand
dollars, paid by Charles Tugenhaft, in mer-
chandise and other property and chooses in
action presently transferred surrendered and
given in payment by him, in full payment
for eighteen hundred shares. The merchan-
disc and property and chooses in action herein
referred to transferred and given in payment
for said eighteen hundred shares, consists
OF the entire stock of furniture and other
goods. wares and merchandise owned by said
Charles Tugenhaft at Number 81 Baronne
street in this city, fully itemized inventoried
and consisting of a large assortment of new
household goods and furniture of all kinds
and large number OF outstanding open ac-
counts due by solvent debtors and fully col
lectable and which in total amounts to the
sum of ten thousand dollars, which stock
and open accounts are valued by the said
Charles Tugenhaft, follows:
For the furniture referred to and stock in
trade, including the good will Of said busi-
ness the sum OF eleven thousand dollars, pre-
dlCating said valuation of the price list, and
for the open accounts the sum of ten thous-
and dollars, and said Charles Tugenhaft de-
clares that he does by these presents trans
fer, convey, assign and deliver in full owner
ship End in payment of his eighteen hundred
shares of stock, unto, this corporation, all
of his rights, title, interest and ownership
in and to all of said stock in trade, all fur
nlture, goods, wares and merchandise and out
standing open accounts referred to and in any
manner forming part or in any manner con-
nected with the furniture business now owned
and operated by him as aforesaid, together
with the good will of said business, as a CO.
ing concern. Said property, accounts, goods,
wares and merchandise and good will is here
by appraised by the directors named in this
charter, after careful examination and in
spection according to the inventory thereof,
hereto annexed and in their possession, in
the manner following, to-wit: For the stock
OF household furniture and other property
consisting of goods, wares and merchandise
| together with the good will of said business,
as going concern at the sum of ten thou
per list in their possession of the face value
of ten thousand dollars, the sum of eight
thousand dollars. This transfer is made by
said Charles Tugenhaft and accepted by said
corporation in full settlement of the amount
due by said Charles Tugenhaft stock sub
scription as herein set forth, free from all
debts, liens claims whatever, and with
all legal warranty of title to said property
and with full substitution and subrogation
in and to all the rights and actions of war
ranty which he has or may have against all
preceding owners and vendors.
Article N.-No transfer of stock shall be
binding upon this corporation unless same
appears on the books thereof, and stock
holder shall have the right to assign or trans
| fer any share or shares held by him unless
he shall have first offered same, in writing
| TO the board OF directors, which will have the
| right to purchase same within ten days
thereafter, at the valuation determined by
| the board and the party in interest; provided,
that in case of dissatisfaction as to the price,
that issue, shall be arbitrated in the manner
provided by law in matters of amicable CON-
Founders, and their decision shall be final.
| All shares of stock so acquired by the cor
poration may be re-issued at not less than
par value.
| Article VI.-The charter of this corporation
| may be amended by the vote of two-thirds
| of all its stock at meeting of the stock
| holders, duly called for the purpose; the
| capital stock may be increased or decreased,
/ by the vote of three-fourths of all it's stock,
/ at a meeting of the stockholders duly called
| for that purpose. Each share of stock shall
/ be entitled to one vote, which vote may be
Il
proxy, which proxy or agency may be evil
| denced by letter other written docu-
/ ment
| Article VII-The corporate powers of this
| corporation shall be vested in a board of di'
rectors to be composed of not less than three
nor more than five directors, to be elected
/ by the stockholders at a general meeting tC
be held on the third Monday of March in each
year. No stakeholder of this corporation shall
| be eligible as a director, unless he owns il
his own name, full paid and unpledged, al
least one share of the capital stock of this
| corporation.
| Article VIII.-The board of directors shall
| have power to make all bylaws, rules and
| regulations necessary for the conduct of the
business affairs of said corporation; shall
/ elect from their number a president, vice
president and a secretary treasurer
, Article IX.-The said corporation shall have
| power to sue and be sued in its corporate
name, to make and use common seal, anc
| alter same at pleasure, to acquire property
real and personal, by grant, gift, purchase, anc
to devise or bequeath, to lease, hold or dis
| pose of and to mortgage and pledge the same
and to appoint such officers and agents ?.
| the business of the corporation may require
and TO fix their compensation, to make by
| 6xi, ali ma of