The herald., 1916-04-13


Quoted by II are generally declared to be
10 conduct the grocery business, either whole.
sale " retail, or both, and any and all lines
Of business connected herewith or inc;den.
tai or pertaining thereto.
Article lN.-Ihe authorized capital OF this
corporation Is hereby fixed at ten thousand
llLSrs', divided INTO and represented by one
hundred shares OF the par value OF one hun.
dTcd dollars each, and shall be paid for in
casn, or may be issued Al par in PAYMENT for
property actually purchased by the corpora
non; SAID payments to be made at such
times and IN such installments as the board
Of directors may direct. The capital stock
Of this corporation may be increased TO ffty
thousand dollars. divided into five hundred
shares OF the par value OF one hundred dol
lars each. This corporation shall be author
ized to commence business and be a going
concern as soon as the sum of fifty nine hun.
dred and 400 dollars shall be subscribed
and paid in, which said amount is hereby
subscribed and paid for by the said appear.
ers IN the respective amounts set after their
names. Of said stock so subscribed for
forty three hundred and No 100 dollars there.
Of IS to be paid for out OF the transfer 10 this
corporation Of the stock of groceries and sup
pines, store furniture and fixtures, horses,
receivable, etc, etc, belonging 10 the ap.
pcarcr and subscriber herein, Mrs Magda.
line +. llogg. and comprising the properties
and assets 10 her business known as Way.
ands Grocery IN this city at St. Charles
avenue and Sixth street, and which said
properties and assets are more fully SET
forth IN the detailed and itemlzed description
and apprdlsement thereof which IS annexed
hereto part hereof and to be read in con.
ncctlOu herewith.
No stockhOlder may sell, assign, or trans
ter ms STOCK IN this COOPERATION without CIV
ing 10 the corporation through its secretary
treasurer fifteen days prIOr notice in writing
%! such intention and the other stJCkhoid-
ers shall have the hrst privilege Of purchas
| ing the said stock at the book value thereof
Tor period OF fifteen days from said notice,
and should no slockh0lder avail himself OF
this privilege within sand fifteen days, no
taton OF such tact shall be made by the
secretary -IeasureE upon the sand certificate
Of stock and said stock may then be sold IN
the open market Succeeding purchasers,
however, shall likewise be required 10 first
offer same 10 the stockholders OF this cor
| pOratlOu and no sale Of stock made contrary
| TO tins provision shall be made upon the
| books OF this corporation.
Article N.-All the powers Of this corpora
| ton shall be vested IN and exercised by =
board OF directors 10 be composed OF three
stockholders, to be elected annually the
hrSt Monday IN January OF each year, be-
ginning in the year 1917. All such elections
shall be held at the office VI the corporation
and shall be held by ballot under the super
vision OF commissioner TO be appointed by
| the board OF directors. A majority OF the
| board shall constitute quorum Tor the
| transaction OF all business.
| Notice oi such elections shall be given 10
| each stakeholder IN person by depoSItIng
| IN the pOstOtlcc i notice thereof, properly
| addressed 10 each stakeholder at his last
| known address, at least fifteen days before
| the holding OF said meeting. Other stock
| holders meetings may be held when ordered
| by the board Of directors when ordered
| ny the holders VI twenty -Hve per cent OF the
| outstanding stock.
| At all such elections and at all corporate
| meetings, each stakeholder shall be entitied
to one vote Tor each share OF stock standing
| IN his name on the books OF the corporation
10 be cast IN person or by written proxy, or to
| be sent by hIm by letter when his signature
| to same Is duly acknowledged before no.
! tary public other Othcer qudllied 10 take
atndavIts, and a majority OF the votes cast
| shall elect.
| Any vacancy occurring among the directors
| by death, resignation OF otherwise shall be
| hlled for the remainder OF the term by the
| remaining directors. a failure to elect d.
| reCtOTs on the date above specIned or at any
| future meeting shall not dissolve the cor
| pordtIon, nor impair Its corporate manage,
| meut, but the directors then IN office shall
| remain IN office until their successors shall
| be elected and qualihed.
| The board OF directors shall elect IRON
| among themselves a president, yIce-presi.
| den, and a secretary treasurer. The board
| Of directors may, from time TO time, name
| and appoint such clerks, managers, agents
! or other employees as they may deem neceS
! sary TOR the purposes and business or the
corporation. They shall have power to hS
| and define the duties OF every othcer and
| employee, and all officers and employee:
| shall hold oince and employment at the
| pleasure OF the board. They may make and
| establish, as well alter and amend, any
and all bylaws, rules and regulations nee
| essary and proper in their Judgment tor the
| proper conduct, support, and management Of
! the business and affairs OF the corporation
| and for the certIhcatlon and registry OF 1t:
| stock.
| Article VI-This act Of Incorporation may
| be modified, added to changed, or thu:
| corporation may be dissolved with the as
| sent OF two-thIrds OF the capital STOCK at
Il - hali arS
| purpose after notice as provided herein To-
the calling of the stockholders meeting L
elect directors, and whenever this corpora
ton is dissolved, either by law or otneE
/ wise, its affairs shall be lIquidated by three
commissioners to be appointed from among
the stockholders at general meeting Q
the stockholders; said commissioners shai
remain in office until the AFFAIRS OF the COT
poration shall be fully lquidated and set
tied.
In case of the death of any commissioner
or his inability to act, the remaining com
missIoners shall act
| ANY changes proposed to be made in ref
erence to the objects and purposes OF INT
corporation or with reference to the capita
| stock shall be made in accordance with INT
laws OF the state OF Louisiana on the SUB
ject. -, 1900 l.,
held liable for the contracts or the faulu
of the corporation In any further sum thai
the unpaid balance due the corporation OF
the shares of stock owned by him, nor sinai
any mere infOrmality in organization nav
the effect OF rendering this charter null o
of exposing a stakeholder to any liabilit!
beyond the unpaid balance which may D.
due on his subscription to stock.
Article VIII.-The following. stoekholder
have been chosen and selected to comPrls
the first board of directors OF this corpora
, ton, to-wit: Mrs. Magdaline r. Hosg, .
Charles Ave. and Sixth St, New orleans
Jules Teberne, 1926 Camp Street., New VI
. leans. La; William I. Hogg, st. Charlie
Ave and Sixth ST., New Orleans, VINO shaI
serve as such until the first Monday in Jan
. nary. 1917. or until their successors ar
1, elected and qualified; and said jules Ie6ern
. | shall act as president; said Mrs. M, r: Hog
+ shall act as vice-president; and said VIM
Hogg shall act as secretary treasurer an
shall serve as such until their successor
| shall be chosen and qualified.
: The subscribers hereto have respectlVel
written opposite their names the amount
/ stock subscribed for by them so that I'M
r act of Incorporation shall serve as the ORR
! inal subscription list
Thus done and passed in my othce IN N
$ city Of New Orleans, in the presence OF oco
f Beer and John K. Burke, competent WI
! ! nesses, who hereunto sign their names wiz
2 the said appearers and SUBSCRIBERS, ana m
notary, on the day, month and year mere
first above written, after reading Oh
whole.
/ Original signed: Names OF subscribe,
: omitted. Witnesses: Scott E. Beer, John
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