The herald., 1917-02-22

!
ration was present and represented That
ICe-tain amendments - the charter OF SAD
| corporation were considered AZ sad Tye.Hg
! and were in due course UNANIMOUSLY adopted
! and that appearers were appointed comm, =
| sioners 70 appear before notary pubic
! and cause 20 De embodied in due torinl. and
| legal shape the amendments 20 the 'hdrte-
. of DIVER Brothers Company, Ltd, adopted
al said meeting.
| And the sad appea-er, nov declare that
\ hy virtue Of he authority in them vested by
! said stakeholder, al said meeting held on
| February ,, 1917. and for and ~ behalf OF
aid cooperation. and IN order ID give me
alterations, changes and amendment, adopt
! ed At said meeting full legal force and et.
I feet. they ID now declare, PUBLISH and give
notice % the world that, the Charter %
| before Char!c, !. Fle.chingcr, notary ru2ic.
! 5i January T. 1857, amended by lct before
the same notary on April %, l}07. and fur
'her amended ~ ae, 5giorf J. n. 9n"i ,56-
wao amended and re-euac,ed - as - rr-t
! a- follows. to-wi,:
Article The name and style oi ,Al,
/ co~po-atipn shall he DIVER Brn.ae~s. Inc;
is dom'ciir shall be the city. q New nri,
| leans STATE OF Louisiana. J. shall exist and
continue ior n,nety-n!nc year, from and
after thi, d1;e.
Article II.-"Tac objects and purpose, Of
! his corporation are % engage ~ 'HNlAS ana
selling az wholesale merchandise OF every
Il
I n.tIu-. clothing, house and kitchen utcA-
SIS. c-ockrry. tiuware. hardware and ;A'ng,
Of like character; To purchase Aad sell raw
.'rtrr'ri AID O. marufaCturr the same .u''
other shapes; to import and export the same.
and generally - do any and ali things moi
t"-t or pcrt.uru; 20 or r'nug..ri with me
.niec', and purposes aforesaid; % conduct
and operate job printing pihCt and % do
and perform all thing, pertIuen, 10 that line
%: I,Sinr,, and connected Herewith
Actcle IIl.-''Ihe capital stock OF tnl- COY
porai.on, is hereby 'Ncd At the sum OF eighty
thousand dollar, tSSD.wrGl. - Re divided
into cigh. hur.ircd shares Of the par value %
one hundred dollars each, the same beng
all common stock snd full paid and nor
| ceased q one hundred and nifty thousand
| dollars (SlSO.oOOOOp. No sale or transfer Of
| stock shall be recognized by or be blndin 9
upon this corporation unless the SAID stock
| shall have been first offered for sale - the
stockholders Of record Al the time Of such
| offer. which offer shall be made 20 he board
III directors for The use and beuent Of such
stockholders. and upon any such offer any
| ,tockhoidcr shall have the right % purchase
tauy stock - offered n the price AZ which
| the same Is 50 offered. but if the said price
| Is not agreed TO, then al a price and value
| for the same 10 be ascertaIued 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
| stakeholder OF record shall be entitled t.
| purchase the stock offered in proportion
10 the holding Of such stakeholder a, the
1 time Of such offer. Should such purchase
| be made and should the price not be paid
| within ten day, from the receipt Of the
| notice aforesaid by the board of directors,
the stock may be sold AT the Will Of the
/ owner thereof.
be vested in and exercised by a hoard Of
four directors to be elected annually ~
the second Tuesday OF January Of each year
| a, the office Of the corporation All such
a1a oil l,N hal Na~ he
| pervisIon Of two stockholders 10 be ap-
pointed for that purpose by the board OF
directors and ten days prior notice OF such
| election and of every meeting of stOCkhOld-
erS shall be mailed by the secretary of the
corporation TO the last address furnished 10
it by each stakeholder. Each share OF stock
shall be entitled to one vote, to be east in
person or by proxy, and a majority OF the
votes cast shall decide the election The
failure to elect directors on the day fixed
| 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 in
| otiCe shall continue until its successor shall
| be elected and qualified.
| Vacancies the board Of directors shall
| be filled by the remaining members Of the
| board and said board shall serve until its
| success sor is elected and qualified Two dI-
| rectors shall constitute a quorum for all pur-
poses.
The Board of Directors may be increased
| TO FIVE by resolution adopted al any annual
4 election and in case of such increase, three
| shall constitute a quorum for all purposes.
| The board of directors may sell the prop
| erty and business of the corporation in whole
or in part and FIX and receive the price
| therefor, and may receive stock IN other
| corporations in payment therefor; It may
I purchase the stock and business of any
| other corporation or individual and pay for
| the same out OF the corporate funds; pro-
tvided that this power shall not be exercised
UNLESS at least three members of the board
are present at the meeting at which such
| action IS authorized.
| Article V.-"The officers of this corpora.
tion shall be president, vice president. a
I secretary and a treasurer. The board OF
] directors in office al the time of the adoption
| Of this amendment shall proceed Immediately
| to elect the foregoing officers, who shall
serve until their successors are elected and
! board Of directors elected at the annual
| meeting TO elect officers Should they fail
TO do 50, the then incumbents shall continue
to hold office until their successorsrare elect
ed and qualified.
! All officers of the corporation shall hold
office at the will of the stockholders. who
may at any meeting elect successors TO the
| same TO either OF the offers.
| Article NI.-"The board Of directors OF this
| corporation in office at the time of the adop-
| ton of this article are Messrs W. H.
Dwyer Miss E. 6. Dwyer, George Bagnetto
Article VIL-"This corporation may be
dissolved and its affairs liquidated in the
manner provided by law.
!
be held liable or responsible for the debts
| contracts, obligations or faults OF the cor
| poratiOn in any further than the unpaid
| balance due the company the shares OF
| stock owned by him; shall any infor-
| mality in organization have the effect OF
| rendering this charter null or of exposing
| the stakeholder to any liability beyond the
| unpaid balance aforesaid.
Article IX.-"Any and all notices and de-
lays prescribed by this charter cor any law
governing the subject matter Of corporations
may be waived by unanimous consent ex-
/ pressed in writing and entered upon the
minutes of the meeting at which said con-
| sent is given"
! Thus done and passed in my office, at the
| city of New Orleans, the day, month and
| year herein first above written, in the pres
| ence of Messrs. Henry p. Dart and Leo l.
| Dubourg, competent witnesses, who here
| unto sign their with the said ap-
bearers and me, notary, after reading OF
| the whole
| (Signed: William II. Dwyer Arnold J.
Edmunds Witnesses: Henry p. Dart, Leo
! L. Dubourg.
| l. the undersigned recorder of mortgages
| in and for the parish Of Orleans, State OF
| louisiana do hereby certify that the act
| OF amendment to the charter of the DIVER
| Bros. Co.. Ltd, was this day duly recorded
| in my office in book l2O6, folio --.. New
| Orleans, Feb, 1917.
(Signedl EMILE J. LEONARD, by. R.
| tSigned) HENRY p DART. JR.,
Notary Public