The herald., 1916-03-09
February -, lgl6
CHAR TER

OF F. ". NACHER, INC.

CHARTER
OF F. ". NACHER, INC
OMtcd States OF America. State of Louisiana
iaTlSh OF Orleans, City Of New Orleans
lie II known. that on this twenty-nIuth da =
81 the month OF February, IN the wear Of our
Lord one thousand, nine hundred and sixteen.
and OF the independence OF the United States
OF America the one hundred and fortieth. be-
iroe me, W. Morgan Gurley, a notary pub
he. 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. 367 Of 1914, they desire to- and do
merely, form themselves into 4 manufactur-
ing and trading corporation under the name
and for the objects and purposes, and under
the terms and conditions, hereinafter set
forth
Article The name and style OF this cor
poration shall be: e. W. NACHER, INC. =
and, under this name il shall have all the
power and authority conferred upon corpo-
ratlOnS by the laws OF the State OF Louis
ana and of the United States Of America II
shall have existence for a period OF ninety
nine years from this date, unless sooner lc-
gally 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
sane to break or alter at pleasure: to hold
receive, ease, suitcase, purchase, sell. CON
VeN, and exchange property, real personal
mixed 10 mortgage pledge or hypotbecate
the same; TO borrow or lend money securities
and valuable things generally, in any mat
tiers connected with the purposes or business
OF the corporation; TO issue bonds. notes and
other obligations and negotiable instruments
and commercial paper generally; to appoint
such 0thcerS, agents, managers and employees
generally. as the business and interests of
the corporation may require; to change, mod
lty, 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 domicle Of this corpora
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
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
nature of the business to be carried on by
1t, are hereby declared to be:
The manufacture, purchase and sale OF
pharmaceutical products, insecticides disin-
tectants and the like; and the right to &C
quIre by purchase, bargain, trade, or other
wise, such products as 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
poration is hereby fixed at the sum of ten
thousand dollars tSl0,O00O), divided into two
hundred 600 shares of the par value Of
nifty dollars 5000 each.
The capital stock of this corporation may be
increased 10 the sum of thirty thousand dol
lars 100000.
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 a letter addressed to the
president or 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 |
IF the stockholders, or any of them, to pur
chase the said stock upon the proposed terms |
If sale or at least terms worse than those |
proposed, the owner Of the stock shall then |
De at liberty to sell such stock for not less |
han the said proposed price and upon the
more favorable to the purchaser than those |
to the stockholders. This rule |
hall apply to ecah specific sale, proposed |
sale, of stock.
Should any stakeholder pledge any of his |
stock, he shall Immediately notify the re-
naming stockholders of the corporation in
writing, through a letter addressed to the |
PRESIDENT or the board of directors, as in the |
Aforesaid case of a proposed sale Of stock, of |
he fact of such pledge, together with the |
lame and address of the PLEDGE, and shall |
accompany such notification with copy of |
he act, or instrument of pledge; and before, |
he obligation for which his stock stands |
pledged, the stockholders of the corporation |
shall be entitled 10 take up such pledgeor's |
obligation, and they shall be thereby spe-
nal PLEDGE or any subsequent PLEDGE, in
all particulars |
Where the stockholders of the corporation |
are accorded either the right of purchasing |
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 |
iivdual holdings of stock, and then ratably |
my particular stakeholder not elect to eNer-
Use his right, and on, until the right shall |
-emain in one stakeholder, if all other stock |
holders should decide not to exercise the |
light.
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 |
lpon the books OF the corporation, an affidavit |
IS TO the amount truly paid for the stock and |
acts showing the entire bona tides 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
ebtedness, secured or unsecured, however
or created, due at any time TO the
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
Untitled 10 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
tockhoders prior &c the death OF such stock
older, or il the said remaining stockholders
nd the legal representatives of the deceased
hareholder should not agree upon a price
1r the stock of the deceased stockholder,