The herald. [volume] (New Orleans, La.) 1905-1953, 1917-03-01
CHARTER
+ THE SOUTHERN EMBROIDERY &
MANI-EA CEI- RING WORKS. INC.

I
MANUFACTURING WORKS. INC.
-nited States Of America, State OF Louisiana.
Parish OF Orleans, City OF New, Orleans
Re il known that on this SlSt day OF l3nu,
arv. the year Of our Lord nineteen hundred
and seventeen Of the independence OF the
United States of America the one hundred
and forty first, before me. Nicholas +
Humphrey, duly qualified Notary PUBIC
in and for the city, parish and state aforesaid;
and III the presence OF the hereinafter named
and undersigned witnesses, personally came
and appeared the persSps subscribing hereto
who declared that avaNng themselves of the
constitution and laws of this state relative
70 the organization of corporations, they have
covenated and agreed and do by these pres
ents agree, bind and constitute themselves.
their successors and assigns and such persons
as NAV hereafter become associated with
them into a corporation for the purposes and
on the following articles OF Incorporation
to-wit:
Article 1.-The name Of this corporation
shall be the Southern Embroidery and Manu-
featuring Works, Incorporated.
Article 1.-THE objects and purposes Tor
which this corporation is formed IS to be TOR
the manufacture and sale of curtains, pen
nants. sofa pillows, emblems. banners, braid
ing. flags. cards, threads of all kinds, en-
broidery supplies, labels, buttons. etc 10
perform all kinds of applique work for, dresses;
costumes cushions. etc, to do all kinds OF
ACCORDION and box pleating, marking, and
stamping. To purchase and sell all kinds
of goods materials and merchandise incident
and 10 the performance OF TINS WORN 10 Soll-
duct supply establishments, to buy and sell
any and all merchandise necessary, or incl.
dent to the above objects and purposes, and
generally TO do and perform, any and all work
connected herewith.
Article III.-The capital stock of this cor
portation is hereby fixed at Ten thousand
Dollars, divided into Two Hundred shares OF
the par value of Fifty Dollars $4,000 each.
Stock shall be paid for in labor done, or
money, or property actually received. in such
amounts and on such terms as shall be fixed
by the Board of Directors. One Hundred and
Forty Q+Ol shares full paid STOCK shaIl De
for said number OF shares in consideration
Whereof the said Edgar G. Gould hereby sells,
assigns, sets over and delivers all OF the
assets and good will Of the Southern En-
broiderv & Mfg Works." heretofore con-
Quoted by him. in this city as Of date Decem-
Der 30th, 1916, and this company accepts
same and acknowledges due delivery thereof,
and in further consideration thereof assumes
the liabilities thereof. the whole as per hist
of said assets and liabilities which are attach.
ed hereto, made a part hereof, and marked
EXHIBIT A" TO identify it herewith.
And the appearers, being all Of the sub
scribers hereto and officers hereof, towit
Edgar G. Gould, Albert Miller, and Jewell A;
Sperling, being by me first duly sworn, did
depose and say, that the property herein.
above transferred to this company by said
! Edgar G. Gould, is we'll known 10 them, and
that they and each of them hereby value and
! appraise same at the sum of Seven Thousand
|
| including the amount Of capital stock ISSUED
TO Edgar G. Gould, Seven Thousand One
Hundred Dollars (S,lO000) of the capita
stock of this company has been SUBSCRIBED
unpaid stock will be subscribed for within
/ the time as fixed by law. The amount e
which the capital stock may be i4GTenset
shall be Twenty-fiye Thousand Dollar:
right to dispose of his stock in this company
without i: being first offered in writing, a
| its then book value, TO the board of directors
who may purchase the Same for the company
| and may he retired reissued as treasury
stock by the board Of directors. Certificates
of stock shall be signed by the President, o.
Vice President, and the Secretary Treasurer
Article IV.-The domicile of this corpor
alton is fixed for New Orleans, louisiana
| Citation shall be served on its president, II
his absence the vce-president, IN the alb
| sence of both on the secretary-treasurer u
one officer, if two, on the secretary and IL
| the absence Of all three, the treasurer.
Article V.-The corporation in its corpor
ate name shall have the right to have ant
| enjoy succession for ninety nine years iron
the date of this charter; to sue and to b'
sued in any court of competent jurisdiction
| to make and use a common seal and ate
the same at pleasure; TO acquire property
real, personal and mixed, in and out of thu
State of Louisiana, by grant, gilt, purchase
and to devise or bequest; to lease, hold ant
dispose of, and to mortgage and pledge TIT
same; to appoint SUCH Objects anu agents d
the business of the corporation may require
| 10 fix their compensation and TO dismiss then
| at its pleasure; to increase or diminish IT
capital stock; to make bylaws, not incon
| sistent with any existing law, fixing o
altering the management of its property, tn
| regulation and government OF its affairs, nn'
the manner of ats certification and registra
ton of its stock; to acquire and hold stoci
| in other corporations, and II desirable, I
issue its stock in payment for capital stock Ii
other corporations, and to sell, hypothecat
or pledge such stock; to acquire Its owl
stock by purchase or otherwise, and to uis
pose of or retire same provided that. tn
capital stock of this corporation shall not b
diminished below the amount provided b.
law; to conduct business in this state, othe
states, the Federal districts the territorle
foreign countries; TO wind up and dissoiv
itself and generally to ENJOY all rights, PRIV
ileges and immunities granted by law |
such corporations.
Article VIAL the corporate powers c
this corporation shall be vested in and exei
r cised by a board of directors to be compose
of three stockholders. each of whom shall ow
, in his own right not less than one full PAL
and unpledged share of stock to be electe
, by the stockholders annually, beginning {
the annual meeting of 1917. The board.
directors shall at their first meeting attt
the annual election, elect from their ow
number president and vice-president an
+ shall elect a secretary and treasurer, eitht
! of whom must be a stakeholder; :,
| The first board of directors shall consist !
Edgar G. Gould, residence Az lowering st
New Orleans, La; Albert Miller, residence
r 1888 s. Murat ST., New Orleans, La; Jewe
, A. Sporting, residence, 2l2l Pepiston ST., Ne
Orleans, La with the said Edgar G. Goul'
, as president. Albert Miller, Vice Presiden
Jewell A Sperling, as secretarytreasurei
: who shall hold office until their successor
! are elected and qualified after the first al
, nual meeting in 1918.
The annual meeting of the stockholders Il
the election of directors and for such otht
business as may come before it, shall
} held on the 18th day of January Of eac
year, beginning in 1918.
Ali elections shall be by ballot The fal
: ure to elect shall not vacate any office, an
: all officers shall hold over until their su
cessors are elected and qualified. All vacai
|. cies in the board of directors or the Offices
shall be filled by the remaining director
With the written consent of all the director
= meetings of the board of directors may
held outside of the State of louisiana,
within the State elsewhere than at the co
: porations donicile. Directors may be repr
: sented at any meeting of the board by
written proxy. The Board of Directors ma
! when il deems it necessary, convene NEE
ings of the stockholders.
Each stakeholder shall, at every stockhol'
ers' meeting be entitled to one vote, in pc
{ son or by written proxy, for each share
capital stock held by him or he may send h
r vote by letter, the signature of which mu
be acknowledged before a notary public
other officer authorized 10 take affidavit
Stockholders shall have the right OF cum
lative voting in the election OF director
!. Shares of stock in this corporation legally
) equitably belonging to it shall be vote
directly or indirectly. Notices of stocksol
, ers' meetings shall be in writing and sha