The herald., 1916-10-12

Their, that II STOCK De iSSu6u TOT properly ~
violation of the provisions of this act, or II
any dividend or other distribution OF the as
sets bemade other than from net prohts, or
if a reduction OF capital be made under the
guse OF a loan to stockholders, or II any
report or statement or public notice snail
rot be made required by law, or II MADE
shall he false in any material representa-
lion, the directors OF such corporation voting
or asserting thereto shall be jointly and
ssvcrally liable TO the creditors OF this cor
poratIon for any loss or damage ARISING
thereirom, and in the case Of reports, state
,1rn,s and public notices required by law,
the officers shall be jointly and severally
liable with the directors, as provided above;
provided, however, that II the knowledge
required for the making OF statement or re-
port as prescribed by law, be not practically
obtainabc. the officer or director making II
shall not he liable as herein set out.
Article Widths act Of Incorporation may
be changed, modified or altered. or this cor
poratiou may be dissolved with the assent
OF the stockholders owning two-thlrdS t2-S)
Of the issued stock OF this corporation, or
may be further modified with the assent OF
the stockholders owning thTce-tOurths Is
OF the issued stock OF this corporation; all
as is provided by Act No 267 OF the General
Assembly OF the State OF Louisiana, Tor the
year 1914, ut meeting OF the Stockholders
convened for that purpose, and alter due
notice shall have been given each OF said
stockholders provided for IN Article ',
OF this charter or act Of Incorporation, except
that whenever in the judgment Of the board
of directors il shall be deemed advisable,
and for the benefit Of SAID corporation that
it should be dissolved, the board Of directors
within ten GW days after the adoption of
resolution TO that effect 10y majority OF the
whole board Of directors, at a meeting called
for that purpose. OF which meeting each d.
rector shall have received At least three 90
days notice. shall cause notice OF the adop-
ton OF such resolution to be mailed 10 each
stakeholder, together with a notice OF the
meeting OF stockholders 20 be held in the
office OF the corporation TO take action upon
the resolution 50 adopted by the board OF
directors. In case Of the dissolution OF this
corporation, by the expiration OF its char
ter or otherwise. the stockholders shall elect
three 90 hquidatO-s from among their num-
Der, who shall have full power and author,
itv 20 hquidate sQd settle the business and
disability Of any Of said liquidators, the sur
viyOr or survivors, shall appoint a successor
or successors, TO him or them.
Article NIII.-Untl the election 10 be
held the second Monday in October, nine
teen hundred and seventeen Q9lD the fol
lowing stockholders shall constitute the FIRST
board Of directors: John Peter Gerde, An
drew Hypolite Gerde, Eugene Lacoste, with
the said John Peter Gerde as president, An
drew IIypolite Gerde as Secretary-treasurer
and Eugene LacoSte as lce-president, their
respective addresses being as follows: 1908
NalenCe street, corner Dryades street, New
Orleans, Louis iana; 47E Dryades street, New
Orleans, louisiana; and 1915 Bordeaux street,
New Orleans, louisiana
Article IN.-The capital stock OF this cor
poratIon, after having been transferred from.
this corporation 10 a subscriber thereof, shall
not be sold transferred or offered for sale
or transfer by such subscriber, without FIRST
having offered such stock 10 this corporation
and 10 the stockholders OF this corporation at
the then market or book value thereof, which
market price shall be aScertalned by the then
prevailing market price OF such stock, II such
/ a price prevails at such time, when II not,
the book value Of such stock shall be Rscer-
, tanned either by an agreement OF the parties,
or by two competent and experienced bust
ness men, one TO be chosen by the subscriber
and the other by this corporation or the
stockholders or StOckhOlder, prospective pur-
chaser, when II said two parties cannot agree
upon book value, such two parties so chosen
to choose a third party, when the majority
opinion shall prevail. In the event Of the
demise of a holder or holders of the stock
OF this corporation the administrator, exec
utor or representative of his estate TO imme
dlately tender such stock 10 this corporation
and the stockholders thereof on the same
basis. Such offer and tender 20 be made by
the holder or holders of such stock to this
corporation and the stockholders thereof by
the mailing OF a registered letter containing
such aifer or tender addressed to the last
| known addresses Of this corporation and said
stockholders. Such offer or tender 20 remain
open for a period OF thirty 800 days from
the date Of the mailing of such registered
letters, when If not availed OF, such holder
or holders to be released TO make a sale or
corporation not ayailing itself of such offer
or tender such stock so offered TO be equally
pro rated between the stockholders OF this
corporation should they so desire to avail
themselves thereof, when if they do not such
stock might be purchased by such stock
holders so desiring TO acquire same. 10
such extent all stock as issued by this cor
poratiOn shall be non me- OtIable.
Article X-Whereas, John Peter Gerde and
Andrew Hypolite Gerde have offered for sale,
on the basis of subscriptions 10 the capital
stock of this corporation, 10 Lacoste Bros,
Inc, the corporation which is presently being
organized under the laws of the State of
Louisiana, and for and in consideration of
the price hereinafter mentioned and for
which the following described property is
hereinafter appraised by all Of the directors
tailed and itemized description of such prop
erty, as TO amount, location, extent, character
and state of Improvement appears herein and
is made part hereof, and which said herein
after mentioned consideration is herewith
being paid and acquittance and receipt given
! therefor in the capital stock OF this corpora
! ton, the following described property IS
herewith and by virtue of these presents
sold granted. bargained, set-over, assigned,
| conveyed and delivered with full legal war
ranties and with full substitution and subro
| cations to all rights and actions of warranty
which said vendors might have or had against
| any preceding vendors unto the said Lacoste
| Bros, Inc, the corporation. which IS being
presently organized under and by virtue of
!
which said vendors thereof, the said John
| Peter Gerde, declared unto me notary, that
ne has been married but once and then to
/ Katherine Lannes, who is presently living
and residing with him in this city, parish
! and State as aforesaid; and the said Andrew
| Hypolite Gerde, declared unto me notary,
| that he is not now nor has he ever been
| married; the said real estate and improve
ments as is herewith transferred being de-
scribed follows:
LIST: Two certain lots of ground with the
| buildings and improvements thereon, situated
| in the Sixth District of this city, in the
square bounded by Valence, Drysdes, Bor-
dcaux, and St. Denis (now Rampart) streets,
designated as Lots Nos. Q0 and 90, thir-
| teen and fourteen, on a plan drawn by c. A.
Hedin, Surveyor, deposited in the Office of
| Theodore Guyol notary public, of this city,
as plan No. 10, said lots each measuring
| thirty (V0 feet front on Valence street, by
depth of one hundred and twenty Q10O be-
forms the corner of Dryades and Valence
| streets.
, Ind: Two certain lots of ground with the
buildings and Improvements thereon in the
same district and square as above described
property designated by the Nos. fifteen lS)
| and sixteen 06) on the above mentioned plan
| Of c. A. Hedin, Surveyor, said lots measur-
| ing each thirty (S0D feet front on Valence
street by one hundred and twenty Q2oO feet
| in depth between parallel lines.
3rd Two certain lots Of ground with the
buildings and improvements erected thereon
| and the appurtenances thereof, situated in
| the Sixth District of the City of New Or
| leans, in Square No. 49, bounded by Bor-
| deaux, Dryades, Valence and St. Denis (now
| RamparO streets, designated by the Nos
eleven QD and twelve Q2l, each measuring