The herald., 1916-03-16
February %. 1916.
CHARTER

OF +. W NACHER, INC
mted States of America, State Of Louisiana
Parish OF Orleans, City OF New Orleans
ne II known. that on tins twenty-unth DAY
81 the month OF February, in the year Of olIr
Lord one thousand, nine hundred and sixteen
ana OF the independence OF the United States
II America the one hundred and fortieth be.
troe me, ". Morgan Gurlcy notary pub.
lie. duly commits and qualified in and
tor the parish Of Orleans, State OF Louisiana.
personally came and appeared the several
persons, whose names subscribed hereto.
VINO declared that, availinE themselves of
the laws OF the State OF Louisiana, in such
cases made and provided, and particularly of
| Act No. 2OI OF 1914. they desire To- and do
| hereby, form themselves into a nanufactur.
| ing and trading corporation under the name,
| and Tor the objects and purposes and under
me terms ahd conditions, hereinafter set
Article The name and style of this cor.
poration shall be: Z. ". NACHER, INC"
and, under this name It shall have all the
| power and authority conferred upon corpn-
| ratlouS by ;he laws Of the State OF Lorlisi.
ana and OF the United States Of America II
NRalI have existence for Il period Of ninety
nine years from this date unless sooucr le-
| gally dissolved. 1t shall have power 10 con
| tract sue and be sued, in its corporate name:
10 make and use a corporate seal, and the
! same 10 break or alter at pleasure; TO hold.
receive, lease, suitcase, purchase, sell, con
Vcy, and exchange property, real personal.
or mixed to mortgage pledge or hypothecate
the same 10 borrow or lend money securities,
l.
tiers connected with the purposes or business
OF the corporation; 10 issue bonds. notes and
other obligations and negotiable instruments
ana commerciA paper generally; to appoint
>uSn oihceTs, agents, managers and EMPLOYEES
generally, as the business and interests Of
the corporation may require; to 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 wav
oorforinable to law.
ton shall be in the city of New Orleans.
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
vice president.
Article III-The objects and purposes for
which this corporation is organized and the |
nature of the business to be carried on by |
II, are hereby declared to be:
The manufacture, purchase and sale OF |
pharmaceutical products, insecticides, dsin- |
tectants and the like; and the right to &c
quire by purchase, bargain, trade, or other |
wise, such products manufactured by 9TH |
ers, including the processes and formulas
thereof, proprietary rights connected there
or proposed to be engaged, in the manufac-
tuTe, sale, or distribution Of such products,
together with any good will attached to the
same.
Article Iv-The capital stock of this cor
poration is hereby fixed at the sum of ten
thousand dollers (SlO,OO0OO) divided into two
hundred 600 shares OF the par value of
lfty dollars $4,000 each.
The capital stock OF this corporation NAV be
increased 10 the sum OF thirty thousand dol
ars (S5O,OOOOO). Il
No stakeholder shall sell or dispose of any
# the stock OF this corporation, without first
having offered the same for sale to the other
by a letter addressed to the
resident or 20 the board of directors Of the | {
naming therein the lowest pro- \
osed price of said stock and the proposed a
erms of sale. After thirty DAYS from the h
eceIpt OF such written offer, and the failure q
the stockholders, or any OF them, TO pur- Z
base the said stock upon the proposed terms h
I sale, or at least terms worse than those {
roposed, the owner OF the stock shall then p
e at liberty to sell such stock for not less ! a
nan the said proposed price and upon the n
and proposed terms, or at least terms not il
ore favorable TO the purchaser than those a
admitted to the stockholders. This rule d
nall apply to ecah SPECIFIC sale, or proposed a
lle, Of stock. I,
Should any stakeholder pledge any of his Of
ock, he shall Immediately notify the re- oil
aiming stockholders of the corporation in p
ri;ing, through letter addressed to the h
resident or the board of directors, in the 5,
oresaid case OF proposed sale OF stock, of OF
le fact OF such pledge, together with the OF
anne and address of the PLEDGE, and shall al
such notification with a copy OF "A
lie act. or instrument of pledge: and before. OF
upon, the default OF the pledgeor to meet d
e obligation for which his stock stands e.
edged. the stockholders of the. corporation pr
,ligaton, and they shall be thereby spe- bt
ally subrOgated to the rights of the orig d,
al PLEDGE or any subsequent PLEDGE, in b,
] particulars. 10
Where the stockholders of the corporation ii
e accorded either the right of purchasing al
shareholder's stock or of taking up his er
edge obligation, as hereinabove set forth, tn
ch right shall devolve upon the said stock | 81
Dlders, FIRST in the proportion of their in pJ
vidual holdings of stock, and then ratably n,
nong the, remaining stockholders, should 10
~ particular stakeholder not elect to exer-
Sc his right, and on, until the right shall be
main in stockhOlder, If all other stock di
lders should decide not TO exercise the HI
yht. be
'ck where the provisions Of the foregoing ar
ragraphs have not been fully complied so
tn, and the corporation shall also be enti- It's
d to demand, and shall so demand, Of both an
E seller and the purchaser of sock in all
ses, before making a transfer of such stock mi
on the books of the corporation. an affidavit tn
10 the amount truly paid for the stock and on
rs showing the entire bona hdes of the tn
nsaction. en-
The shares of stock of this corporation shall he
transferable only upon the books of the Ia
poration, and no transfer of any stock Of
all be binding have any effect upon la,
corporation, unless and until, made upon du
books; and a prior lien all shares of col
OK shall be retained by this corporation La
the stock Of any shareholder for any in be
)tedneSs, secured unsecured, however lea
denced or created, due at any time TO the ! Of
poration by the holder Of stock, and no be
nsfer Of stock shall be made in contra BET
ltion of these conditions. an
n the event of the death Of any stock W.
der, the remaining stockholders shall be CHI
tiled TO take over such shareholders stock dir
his interest therein, in the proportions a
eirabove set forth with regard to the pur- tire
Sc of a shareholders stock. provided that /
price has not been agreed upon between the
h deceased stakeholder and the remaining ma
,kholders prior to the death of such stock the
der. or if the said remaining stockholders at
the legal representatives of the deceased ing
reholder should not agree upon a price Cit
the stock of the deceased stockholder, ma