The herald., 1917-03-08
AMENDMENT TO CHARTER

| | nlted States of America, State OF Louisiana
u PariTh OF Orleans, City OF New Orleans.
he It known, that on this sixteenth day OF
| the month OF February, in the year of our
| Lord one thousand nine hundred and sew.
enteen and OF the independence OF the United
| States Of America, the one hundred and
torty-hrSt. before me, Henry p Dart, Jr.,
! a notary public, duly cSnIr ssioned and
qualified, in and for this city and the parish
OF Orleans, therein residing, and in the
| presence of the witnesses hereinafter named
and undersigned: Personally came and ap-
peared: /. w. II. Dryer and 3 A. ]. Ed
munds, both OF age and residents of the city
OF New orleans; who declared. that as will
! appear by the certificate hereto annexed,
meeting of the stockholders of Dryer Broth.
| ers Company, Limited, was held at the sf-
nee OF the company. No 100 Magazine street,
| February, 1917. That at said meeting all
| the outstanding capital stock of the corpo-
/ ration was present and represented. That
| certain amendments to the charter of said
| and were IN due course unanimously adopted
and that appearers were appointed commits
| sioners TO appear before a notary public
| and cause 10 be embodied in due formal and
| legal shape the amendments TO the Charter
| OF Dryer Brothers Company, Ltd, adopted
| at said meeting.
And the SAID appearers now declare that
by virtue OF the authority in them vested by
| sara stockholders at said meeting held on
February ?, 1917, and for and in behalf OF
| SAID corporation, and in order 10 give the
|
ed at said meeting full legal force and ef-
| feet they do now declare. publish and give
notice to the world that the Charter of
L pwyeT Brothers Company. Limited, executed
| before CharIes r. Fletchnger, notary public
on January IL. 1857, amended by act before
| me same notary on April %, 1907, aud fur
theT amended .EI. by act before, J. NJ. Quintero,
! notary public, on the 18th day of MAY, 1907
was amended and re-enacted SO as 10 read
| as follows to-wit:
Article 1.-The name and style of this
cooperation, shall be Dwyer Brothers, Inc. |;
ITS domicile shall be the city of New Or
leans, State OF Louisiana. 1t shall exist and
continue Tor ninety-nine years from and
| after this date.
Article 1.-THE objects and purposes of
this corporation are to engage in buying and
selling at wholesale merchandise OF every
nature and description, including dry goods.
h9tons' clothing, house and kitchen uten.
Sis "rockery, tinware, hardware and things
OF ike character; to purchase and sell raw
material and to manufacture the same into
otner Shapes; to import and export the same /;
ana generally to do any and all things Incl.
| ueut or pertinent to or connected with the
OBJECTS and purposes aforesaid; to conduct
and operate a job printing Office and TO do
ana perform all things pertinent to that line
Io1 business and connected Herewith
Article III.-"The capital stock of this COR
poratIon is hereby fixed at the sum of eighty
thousand dollars (sSO. OOOOO, to be divided
INTO eight hundred shares of the par value of
one hundred dollars each, the same being
all common stock and full paid and non,
assessable. Said capital stock NAV be in.
creased to one hundred and fifty thousand
stock shall be recognized by or be binding
upon this corporation unless the said stock
snail nave been first offered for sale to the
Sta2ekhoideIs OF record at the time of such
oneT. which offer shall be made to the board
OF directors for the and benefit of such
stockholders, and upon any such offer any
stockholder shall have the right to purchase
any stock so offered at the price at which
the same is SO offered, but if the said price
IS not agreed to- then at a price and value
Tor the same to be ascertained and deter.
mined by the monthly trial balance of the
corporation, compared with the last annual
or semi annual inventory and statement
made before the date of such offer, and each
stockholder OF record shall be entitled 10
purchase the stock so offered in proportion
to the. holding of such stockholder at The
| time of such offer. Should no such purchas Sc
be made and should the price not be paid
WITHIN ten days, from the receipt of the
| notice aforesaid by the board of directors
the stock may be sold at the will of the
: owner thereof.
, Article ,1v-"All the corporate power shall
; pc vested IN and exercised by board Of
tour directors. to be elected annually or
!, the second Tuesday of January of each veal
: at the office Of the corporation. All sucF
. elections shall be by ballot under the su
S pervlsion OF two stockholders to be ap
e pointed for that purpose by the board o
, directors and ten days prior notice of sucl
q election and OF every meeting of stockhold
: CTS sndll DC malleQ Oy the secretary of I'll,
: corporation to the last address furnished 4
IT by each stakeholder Each share of stool
: shall be entitled TO one vote, to be cast /,
: person or by proxy, and a majority OF tn
S votes cast shall decide the election. Tn
n failure to elect directors on the day IKE,
5 or at any election shall be followed BY an
other election to be held after ten DAYS no
# tice mailed as aforesaid, and the board il
i ONCE, shall continue until its successor shall
: be elected and qualified
II Vacancies on the board of directors Shall
i be filed by the remaining members of tn
S board and said board shall serve until il
: successor is elected and qualified Two di
d rectors shall constitute a quorum for all pun
" poses.
y The Board Of Directors may be increase
/. to five by resolution adopted at any annus
= election and in case of such increase, tire
y shall constitute a quorum for all purposes
d The board of directors may sell the pror
D erty and business of the corporation in Who'll
s or in part and FIX and receive the pric
IT therefor, and may receive stock in othe
l. corporations in payment therefor; it ma
e purchase the stock and business Of an
other corporation or individual and pay 70
# the same out of the corporate funds; pre-
a | vided that this power shall not be exercise
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