The herald., 1916-03-02
February g. 1910.

CHARTER
OF +. W. NACHER. INC.
lited States of America. State al I

II ~ l. w ' HNitEK, lNN.
i niied States Of America, State of Louisiana
III u fariSh OF Orleans, City Of New Orleans
ne II known, that on this twenty-ninth day
u ~ Ie month OF February, in the year of our
Il LoTd one thousand, nine hundred and sixteen
ana OF the independence Of the United States
OF America the one hundred and fortieth, be.
:: ioe me, W. Morgan Gurley, a notary pub.
| nc, duly commissioned and qualified in and
! tor the parish of Orleans, State of Louisiana
! personally came and appeared the several
persons, whose names are subscribed hereto,
VINO declared that, dvailing themselves of
the laws OF the State OF Louisiana, in such
cases made and provided, and particularly Of
Act No. %7 of 1914. they desire TO. and do
hereby, form themselves into A rnanufactrr
ing and trading corporation under the name
ana ior the objects and purposes, and under
the terms and conditions hereinafter set
forth. ~
Article The name and stvle Of this cor.
poratiOn shall be: "E. w. VACHER, INC {"
and under this name II shall have all the
power and authority conferred upon corpo-
Tatlons by the laws of the State of Iouisi-
ana and OF the United States Of America. II
snail have existence for period OF ninety.
nine years from this date, unless sooner le-
gaIIy dissolved. 1t shall have power to con-
| tract, sue and be sued, in its corporate name.
10 make and use a corporate seal and the
| same TO break alter at pleasure; TO hold
receive, lease, suitcase, purchase, sell, con-
| Vey, and exchange property, real personal
| or mixed to mortgage pledge or hypothecate
| the same; 10 borrow or lend money securities,
and valuable things generally. in any mat
Il y
OF the corporation; to issue bonds. notes and
| other Obligations and negotiable instruments
and commercial paper generally; TO appoint
such othcers, agents, managers and empioyees
generally, as the business and interests of
the corporation may require; 10 change mod
ny, or amend this charter, and TO establish.
alter, and amend all rules, regulations and
bylaws for the conduct and management of
the business of the corporation in any way
conformable to law
Article 1.-THE domicile of this corpora
~ nf n.I.
state OF LOUISIANA, and all citations or other
legal process shall be served upon the presi- |
dent OF this corporation, or, in the event of |
his absence or inability to act, then upon the |
vice president.
Article IiI.-The objects and purposes for |
which this corporation is organized and the |
It, are hereby declared to be-
The manufacture, purchase and sale of |
pharmaceutical products, insecticides, disin-
fectants and the like; and the right TO ac.
quire by purchase, bargain, trade, or other.
wise, such products manufactured by 9TH
ers, including the processes and formulas
thereof, proprietary rights connected there
with, and any existing businesses, engaged,
or proposed TO be engaged, in the manufac.
ture, sale, or distribution of such products |
together with any good will attached to the
same
Article IV.-The capital stock of this cor.
porat!On is hereby fixed at the sum of ten
thousand dollars .C$lO,OOd0O), divided into two
hundred COO shares of the par value of
fifty dollars 5000 each.
The capital stock of this corporation may be
increased to the sum of thirty thousand dol
lars (SSO,0OO0O).
No stakeholder shall sell or dispose of any
OF the stock of this corporation, without first
having offered the same for sale to the other
by letter addressed TO the
president or to the board of directors of the |
corporation, naming therein the lowest pro- | ,
posed price of said stock and the proposed !
terms of sale. After thirty days from the /
receipt of such written offer, and the failure q
am NJ l.,
chase the said stock upon the proposed terms | /
ot sale, or at least terms no worse than those | {
proposed, the owner of the stock shall then ?
be at liberty 10 sell such stock for not less a
han the said proposed price and upon the II
said proposed terms, or at least terms not i
more favorable to the purchaser than those a
hall apply to ecah specific sale, proposed a
ale, of stock. t
Should any stakeholder pledge any of his 0
tock, he shall Immediately notify the re- 0
naming stockholders of the corporation in | D
writing, through a letter addressed to the h
PRESIDENT or the board of directors, as in the s.
toresaid case of proposed sale of stock, of o
he fact of such pledge, together with the O
lame and address of the pledge, and shall a
accompany such notification with a copy of f.
he act, or instrument of pledge; and before, o.
he obligation for which his stock stands e
lodged the stockholders of the corporation | D
hall be entitled TO take up such pledgeors p
litigation, and they shall be thereby spe- b
nal Pledge or any subsequent Pledge, in b
II particulars. tC
Where the stockholders of the corporation ii
re accorded either the right of purchasing al
shareholders stock or of taking up his o.
ledge obligation. hereinabove set forth II
UGH right shall devolve upon the said stock 5
ividual holdings of stock, and then ratably NJ
mong the remaining stockholders, should fo
ny particular stakeholder not elect TO exer-
Use his right, and SO on, until the right shall b
o.rp tn1I .sto-
olders should decide not TO exercise the h,
ght. b,
The corporation shall make no transfer of m
took where the provisions of the foregoins al
aragraphs have not been fully complied So
18th, and the corporation shall also be enti- it.
ed TO demand and shall so demand, of both az
lie seller and the purchaser of stock in all
lses, before making a transfer of such stock m
pom the books of the corporation, an affidavit tn
10 the amount truly paid for the stock and or
cts showing the entire bona fdes of the til
en-
The shares of stock Of this corporation shall he
transferable only upon the books of the ha
rpOration, and no transfer of any stock OF
Iall be binding or have any effect upon la
e corporation, unless and until, made upon du
; books; and a prior lien on all shares of CO
ock shall be retained by this corporation Ii
the stock of any shareholder for any in be
'btedneSs, secured or unsecured, however lie;
ldenced or created, due at any time to the OF
operation by the holder of stock, and no be
ansfer Of stock shall be made in contra be
ntion OF these conditions. an
In the event of the death of any stock tw
lder, the remaining stockholders shall be CHI
titled to take over such shareholders stock dir
his interest therein, in the proportions a
reinabOve set forth with regard to the pur- tire
ase of a shareholders stock. provided that
a price has not been agreed upon between thu
Oh deceased stakeholder and the remaining ma
1ckholders prior to the death Of such stock tn,
lder, if the said remaining stockholders at
d the legal representatives. of the deceased in.
areholder should not agree upon a price Cit
the stock OF the deceased stockholder, ma