The herald. [volume] (New Orleans, La.) 1905-1953, 1915-03-25

1
dence of the United States of America the
lone hundred and thirty ninth, before me-
Alexis Brian, notary public, duly commits,
stoned and qualified within and for the Parish
OF Orleans, State of Louisiana, and in the
presence of the witnesses hereinafter named
and undersigned, personally came and ap-
Peared the several persons whose names are
hereunto subscribed, who severally declared
that, availing themselves of the benefits and
provisions of the Constitution of the State OF
| Louisiana and of the laws OF said state rela-
tive 10 the organization of corporations, and
particularly of the provisions Of Act No 267
OF the act of the General Assembly of the
state of Louisiana for the year 1914, they
have united TO form, and do by these pres
| ents form and organize themselves, as well
as all such other persons who may hereafter
JON or become associated with them or their
successors, into a stock corporation for the
objects and purposes and under the coven-
ants, stIpulations and agreements following,
to-wit
Article 1.-The name and title of this cor
poration shall be Henry Block & Sons,
| Inc" and under and by said name, unless
sooner dissolved in accordance with law and
| this charter, it shall exist and continue, and
shall have and enjoy corporate existence and
| succession for a period of ninety-nine (99)
years from and after the date of this act 1t
may have, hold, receive, borrow, loan, ex-
| change, acquire by grant, gift purchase
i devise or bequest sell, ALLEVIATE, dispose of,
| convey, lease, pledge, pawn, hypothecate, en-
cumber or mortgage property of any kind
whether real, personal or mixed, corporeal or
| inCOrporeal, movable or mmovable, all subject
to such limitations as may be prescribed by
law. 1t may make, issue and endorse bonds
or notes and other evidences of debt. II may
accept mortgages, pledges or other forms of
security for money loaned or other debts. 1t
may contract, sue and be sued, plead or be
| implicated by its corporate name in any court
| of competent jurisdiction. 1t may make,
adopt and use common seal and alter the
same at pleasure: 1t may hold stock in other
corporations, and its capital stock may be
issued for capital stock in other corporations
1t may name, appoint and employ such mana
gers, directors, officers, agents and other en-
ployes as its interest, business and conven-
fence may require, and may FIX their compen-
satIon, having due regard to the nature,
character and value of their services. 1t may
make and establish bylaws, rules and regu-
| latlons, not inconsistent with this charter or
any existing law, fixing or altering the man
agement of its property, the regulation and
government OF its affairs, and the manner of
the certihcation and registration of its stock
1t may wind up and dissolve itself, or be
wound up and dissolved in the manner pre-
scribed by law. 1t may conduct business in
this state, other states, the federal districts,
the territories and possessions of the United
States, and any foreign country. And it gen.
orally shall possess all the powers, rights,
privileges and immunities which corporations
are and may hereafter be authorized to
possess under the constitution and laws of
this state, and particularly under act No. 267
of the acts of the General Assembly of the
state of Louisiana for the year 1914. And it
shall have the power to invest its board OF
directors with all of its corporate powers,
subject to such restrictions as may be named
in this charter.
Article 1.-THE domicile of this corpora
ton shall be at the city of New Orleans,
Parish of Orleans, State Of Louisiana, and ali
citations other legal process shall be served
upon its president, or in the event of his
absence upon its vice-president, or in the
event of the absence of both of said officers
upon its secretary-treasuer.
Article III-The purnose or purnoSes for
which this corporation is formed and the
nature of the business to be carried on by it
are hereby declared to be: To manufacture,
purchase, distill, redistill, rectfy, blend, i'm
port, export, store, warehouse, bottle, deal in
and in any manner dispose of sell at
wholesale or retail goods and merchandise of
every class and description, and particularly
spirits, alcohol, brandy, wine, liquor, gin,
whiskey, champagne, cordial, beer and other
malt liquors, malt and its by-products, and
generally beverages and liquids of all kinds
and sorts, and all material from which spirits
liquor or liquids of any kind may be made;
and to manufacture, market or prepare for
market, any article or thing which II may use
in connection with its business, which shall
include any article or products of tin, wood or
glassware, or any article, receptacle, package
or thing which may be useful in connection
with the manufacture or marketing vending or
shipping of the merchandise produced, ham
died, bought sold by it; aud to either pur-
chase, build rent, and hold and operate
lands, buildings, warehouses, bonded or 9TH
erwise, stores, factories and equipment neces-
sary. and proper for carrying on and con-
or any other business incident to the purposes
of this corporation.
Article IV.-The authorized capital stock of
this corporation is hereby declared to be the
sum of FIVE thousand dollars (S5,0O0.00), which
capital stock may be increased in the manner
provided by law to the sum of twenty thou
sand dollars ($2OOOo.OO.. The presently au-
thorized capital stock of this corporation is
to be divided into and represented by fifty
(50) shares of common stock of the par value
Of one hundred dollars $4,000 each; but
this corporation shall have the power to create
two more kinds of stock of such classes,
with such designations, preference and voting
powers or restrictions qualifications thereof
as it may see fit. Said capital stock shall be
and shall be represented by certificates and
shall be personal property. No transfer of
said capital stock shall be binding upon this
corporation unless made in accordance with its
charter and bylaws and recorded on the books
thereof.
Article V.-No stakeholder may offer for
sale, assign transfer his stock in this cor
poration without giving to the other stock
intention, which notice shall be given in
writing to the secretary treasurer, and the
other stockholders shall have the first privl-
lege of purchasing the sad stock at the book
value thereof for a period of thirty (30) days
from the delivery of said notice to the secre.
tary- treasurer, after which thirty 800 days
If said stockholders do not avail themselves
of said privilege, said stock may be sold to
whomsoever the stockholders may see fit.
Article VI.-The business of this corpora
ton shall be managed and all the corporate
powers thereof, except as hereinafter stated,
shall be vested in and exercised by board of
three (3 directors TO be elected from among
its stockholders, two of whom either present
in person or represented by proxy shall con-
sttute a quorum. The first board of direc-
tors of this corporation shall be composed OF
Edgar Block, whose postoffice address is I'll
St. Charles avenue, New Orleans, La; Al
bert Block, whose postofice address is Jill
ST. Charles avenue, New Orleans, La, and
Edgar Fredenberg, whose postoffice address
is 800 West 10th street New York, N. Y,
with Edgar Block as president; Albert Block, |
as vice-president, and Edgar Freidenberg as
secretary-treasurer. Said board of directors '
shall serve until the first annual meeting OF
stockholders for the election of directors, or
until their successors are elected and quail |
fed.
Article VII-On the first Monday in March, !
1916 and annually thereafter on the first
Monday in March in each year, meeting of |
the stockholders of this corporation shall be
held at its domicile for the purpose of elect
ing directors for the ensuing year, and at sseh |
meetings the stockholders shall have the right
Of cumulative voting in the election OF direc-
tors A failure from any cause whatsoever
to hold the annual meeting Of stockholders, or
the failure to elect directors thereat, shall not
dissolve this corporation, but the directors /
and officers shall remain in Office until their /
successors shall have been respectively duly
chosen, elected, qualified and installed. L
Article VIII.-The terms of employment OF
all managers, officers, agents and other en-
and the salaries of the directors, as well as
NJ such managers officers, agents and other /