The herald., 1917-04-26
CHARTER
OF THE JOSEPHINE FLASPOLLER COM
pANN- INC.

I NH n Mac. one thousand nine hundred
and seventeen Gol7t, before ne, Josiah Gross.
F., notary ra1.ic ~ and inT the parish Il
/ Orleans. S.a.c Of Louisiana, duly commits.
! stoned and qualified, and in the presence oi
! the witnesses hereinafter named and under
/ signed:
! Personally came and appeared the severg.
| PERSONS whose names are hereuuto subscribed,
/ all above me age Of majority. who Several-y
! declared thai. avaIlug themselves OF the pro
. VISIONS Of the laws Of the state relative 20
he formation and organization OF ooEroTL-
/ tons. and particularly Act No. -o1 - the
| legislative acts Of the General Assembly Of
/ tlis STATE for the year 1914, approved July =:
I lp.. they have covena-ted and agreed. and
/ IL. by these presents, covenant. agree ana
/ bind themselves. as well as such oiAeT per,
! sons who may hereafter become associated
/ " III, or the,- successors, to form ana con
! St,,u.c corporation in law, for the objects
! and purposes. and under the agreements and
| S.Ipu!at.puS following, ;o-"it:
Article The name and TITLE OF this coy
! porat:,n shall be: The josephine FlaSSPo!!er
/ Company. Inc and under. its SAID cor
| pa~a-c name IL shall have the right, power
( and authority TO have and enjoy corporate
existence and. succession fog the full tern
| and after the date hereof; 20 contract, 10
sue and be sued; 10 make and use cor
,oratc seal if desired, and the same to break
/ ~ alter at pleasure; . hold, acquire, receive,
lease. purchase and convey. as we'll as mort
/ gage and hyPothecate. property, real, per
. ~o"al and mixed. corporeal or lncorporeal;
to name and appoint such managers, agents,
directors and officers as It's business interests
aud ConveuIeuceS may require, and to make
! ara establish, as well as alter and amend
from time 20 time. such bylaws, rules and
| regulations Tor the government Of the auaiTS
n sad corporation as may be necessary and
proper in the conduct Of said business.
Article 1.-The domicile OF SAID corpora
,ian shall be in the city Of New Orleans,
S-a.e Of Louisiana. and all citations or other
legal process shall be served upon the pres
den: oi SAID corporation, OF, in the event Of
his absence. upon the vice,preSldent' and
in the absence OF both Of said officers, as the
iaH directs.
Article IIL-The objects and purposes fior
which this corporation IS formed. and the
nature and character OF the business to -
. ca--!ed n by IT, are declared 70 be:
! II rlaaufactu-e and sell dentrifrical solu.
lions. an, Septios and mouth washes and
, teeth tlcache-, and particularly to acquire
teeth bleacher named-"The Josephine. Cit,
r,1ryei Compound" all over the United
. Sta'cs md foreign countries. and IN conec-
: ton herewith 10 purchase, import, manuiac-
; turc and sell chemical raw products IN order
10 manufacture same, and in addition thereto
= 10 take over, purchase and acquire formulate
e trademarks and trade names OF persons,
e firms and corporations DESTROYS OF dlsposinE
: OF same. and TO purchase and acquire and
manufacture any other articles OF chemIca
d ingredients. toilet articles and supplies, and
in order - properly conduct the SAID ouSl'
z ness. to purchase. acquire or lease lands
d buildings and Improvements and 10 build
E thereon suitable buildings and structures
e such as the nature Of the business may re
y uu-e: to advertise through newspapers, mai
a and by circular and all other lawful means
the aforesaid compound, and TO manufacture
o article or articles with the trade-mark Ks
4 therefor required and applied for through the
United States Patent Once or other Fedora
n Departments: and. in general, TO acquire al
i such horses, mules, vehicles and parapher
2la to ss on @rn sad Of S. fST
:, | mula Of the Citronized Compound has turned
Il his rights over 70 his wife, Mrs. JOsephIn,
). Flicker. formerly Josephine FlashPoler. saiC
J. Mrs. Flicker transfers all her said rights Il
;. said corporation for two thousand hve hun
n dred and fifty (s255OOO) dollars of the full
If paid and non assesable stock OF the SAID cor
n pOration.
: Article IV-The capital stock of this cor
$. poration is hereby fXed at the sum OF FIVE
e thousand CSS.OOOO) dollars, divided into hv'
Il hundred 500 shares Of stock OF the pa
J. value Of ten $1,000 dollars each: The cor
!; poration shall have the right to increase it
capital stock up 70 the further sum of te:
thousand $4,000 dollars. to be divided int
d shares Of ten $1,000 dollars each, provided
5, that said increase shall have been authorized
e bv the stockholders at meeting held pur
e suant to law. at which two-thirds OF all o
N its stock shall vote therefor, after havin
y received due notice in writing from the cor
E. poration of the purpose to submit the matte
70 to the stockholders, provided that the IKE
i, increase in stock, If authorized. shall b
as rendered and issued to the registered stock
|
Il original capital stock. Any subscriber I
70 stock may pay his subscription thereto /
OF personal real property acceptable TO IN
ne board Of directors, and having such propert
ne duly transferred, the corporation shall issu
ne full paid and non-assessable stock. tn
shares Of stock shall be issued as full pal
We and non-assessable, and no tranfer of stoc
n, shall be binding on the corporation unles
III recorded On its books.
re No stakeholder shall be liable for an
a amount beyond the amount of stock sui
~ scribed for him in this corporation.
~ Article V.-All OF the corporate powers
=. this corporation shall be exercised by a boar
- OF directors consisting of FIVE 80 member
., three Of whom shall constitute quorum 4
y the transaction of business. The board
- directors shall elect, annually, from the
fo- | number, a president, vice president and Sc
,aG;ii retary-treasurer. The board shall appoi
l.. from time to time such officers and agent
=. essary for the purpose of carrying on Il
- | business of the corporation, who shall no
20. office at the pleasure OF the board, or m;
y, invest said authority in the manager there
;s Said board may make, alter and amend a.
70. and all bylaws and regulations proper I
10 10 the conduct and management. of the busine
81 and affairs of said corporation.
20 The following persons shall compose a.
~. constitute the first board of directors: W
,sd liam Flicker, president P. O.. address, M
lSg;ul Orleans, La; Hubert NJ. Ansley, vice pre-
n. dent, P. o. address, New Orleans, La; M
az urer, p o. address New Orleans, La, a
lay ,ne sSn.:i... - sLaJj al
20 be designated as manager, and who shall
entitled to compensation for acting as 81
~, manager not exceeding one hundred and NJ
" | (slSOOO) dollars per month.
-. The annual meeting Of the stockholders
-. this corporation for the election OF othct
INC shall be held en- the day Of
,eu of each year, and the directors now ci
.eein sen TO represent this corporation shall hC
- their Offices until that date (but the manat
-. aforesaid, whether reelected president or n
iot. shall continue to act such, unless
a. moved for cause), or until their success
on are duly elected and qualified. In case '
''n cancies occur during the year, same sh
- be filled by the remaining directors or dir
S tor provided that the directors, If not al
I'll I'll TO attend, may be represented by proxy:
e.. Article VI.-This charter may be modih
AIS changed or altered, or said corporation N
H. be dissolved, with the assent of stockhold
oe owning two-thirds of the entire capital ste
- of this corporation, at a general meeting
ne ne. its stockholders convened for that purpo
~ after fifteen days notice shall have be
II given to each stockholder, mailed to his ]
~ known address. In case of liquidation
% this corporation, the board Of directors sh
Ing be the liquidators. Stockholders may v
= either in person or by proxy.
- Article VII.-The subscribers hereto ha
.al respectively, written opposite their mar
~ the amount Of stock in this corporation S
* scribed for by each of them, together "
~ their post Office addresses, so that this
;ao of incorporation shall serve as the origi
IS subscription list of said corporation:
IN Thus done and passed in my notarial on