The herald., 1916-03-30
February -. 1915.
Gu ADrrn

CHARTER
OF +. W. NACHER, INC.
United states Of America. State Of Louisiana
idrIsh OF Orleans, City OF New Orleans
BE It known, that on this tweuty-uinth day
OF The month OF February, in the year Of oul
| Lord one thousand. nine hundred and sixteen
! and 81 the independence OF the United States
81 America the one hundred and fortieth be.
| iroc me, W. Morgan Gurley. a notary Dr,b.
! nc, duly commissioned 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, availing themselves Of
the laws Of the State Of Louisiana. in such
cases made and provided, and particularly OF
ACT NO -oI OF 1914, they desire 70. and do
hereby. form themselves into rnanufactur.
ing and trading corporation under the name
and Tor the objects and purposes and under
the terms and conditions, hereinafter set
forth
Article 1.-The name and style of this cor.
poratlon shall be: e. W. VACHER, INC. -
and, under this name il shall have all the
power and authority conferred upon corpo-
ratIons by the laws Of the State of Iouisi.
ana and OF the United States of America II
shall have existence for 4 period Of ninety
nine ears from this date, unless sooner le-
gdlly dissolved. 1t shall have power TO con-
tract, sue and be sued, in its corporate name:
TO make and use a corporate seal and the
same to break or alter at pleasure: TO hold
receive, lease, suitcase, purchase, SELL con-
Ney, and exchange property, real personal
or mixed TO mortgage pledge or hypothecate
the same; 70 borrow or lend money securities
and valuable things generally, in any mat
terS connected with the purposes business
81 the corporation; to issue bonds, notes and
other obligations and negotiable instruments
ana commercial paper generally; to appoint
sucn oincers. agents, managers and employees
generally, as the business and interests Of
the corporation may require; 20 change, mod
iiy, or amend this charter, and TO establish,
alter, and amend all rules, regulations and
bylaws for the conduct and management of
me business OF the corporation in any way
confOrmable to law.
Article 1.-THE domicile of this corpora.
ton shall be III the city of New Orleans
State OF Louisiana, and all citations or other
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 thus 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, disin-
fectants 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-
ture, 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 dollars $l0,0OOOO), divided into two
hundred (1O) shares of the par value of
fifty dollars $1,000 each.
The capital stock Of this corporation may be
increased to the sum of thirty thousand dol
lars (S5OOO0OO.
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
stockholders, by a letter addressed to the
president to the board of directors of the
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
Of the stockholders, or any of them, to pur-
chase the said stock upon the proposed terms
)t sale, or at least terms no worse than those
proposed, the owner of the stock shall then
be at liberty to sell such stock for not less
han the said proposed price and upon the
said proposed terms: or at least terms not
more favorable to the purchaser than those |
submitted to the stockholders. This rule |
shall apply to ecah SPECIFIC sale, or proposed
sale, of stock.
stock, he shall Immediately notify the re- |
naming stockholders of the corporation in
writing, through a letter addressed to the |
president the board of directors, in the |
he fact of such pledge, together with the
name and address of the Pledge, and shall
accompany such notification with copy OF
The act, or instrument of pledge; and before, |
the obligation for which his stock stands
pledged, the stockholders of the corporation
shall be entitled to take up such pledgeor
obligation, and they shall be thereby spe
,ially subrogated to the rights of the orig
NAL Pledge any subsequent Pledge, in
all particulars.
Where the stockholders of the corporation
are accorded either the right of purchasing
4 shareholders stock or of taking up his
pledge obligation. as hereinabove set forth.
such right shall devolve upon the said stock
holders, first, in the proportion Of their in
ividual holdings of stock, and then ratably
any particular stakeholder not elect to exer-
rise his right, and so on, until the right shall
remain in one stakeholder. if all other stock
holders should decide not to exercise the
right.
The corporation shall make no transfer Of
stock where the provisions of the foregoing
have not been fully complied
With and the corporation shall also be enti-
led TO demand, and shall so demand, of both
he seller and the purchaser of stock in all
asses, before making transfer of such stock
ipon the books OF the corporation, an affidavit
is 10 the amount truly paid for the stock and |
acts showing the entire bona hdes of the
transaction.
The shares of stock of this corporation shall
,e transferable only upon the books of the |
and no transfer Of any stock |
hall be binding or have any, effect upon
he corporation, unless and until, made upon |
IS books: and a prior lien on all shares of
took shall be retained by this corporation |
n the stock of any shareholder for any in |
lebtedness, secured or unsecured, however |
or created, due at any time to the |
orporation by The holder of stock, and no |
ransfer of stock shall be made in contra |
-ention of these conditions
In the event of the death Of any stock |
older. the remaining stockholders shall be |
ntited TO take over such shareholders stock, |
r his interest therein, in the proportions |
ereinabove set forth with regard to the pur-
base of a shareholders stock. provided that, |
{ a price has not been agreed upon between |
UGH deceased stakeholder and the remaining |
tockholders prior to the death of such stock |
Older, or if the said remaining stockholders |
nd the legal representatives of the deceased |
hareholder should not agree upon a price |
or the stock of the deceased stakeholder, |