The herald., 1917-04-05
CHARTER
OF THE JOSEPHINE FLASPOLLER COM



. OF TIE JOSEPHINE FLASPOLLER COM
PANY, INC.
/ United States Of America, State Of Louisiana,
Parish Of Orleans. CITY Of New Orleans.
BE Il known thai, on ;hlS Sh day OF the
/ month Of March. one thousand nine hundred
/ and seventeen G9l7r, before NE, Josiah Gross
/ q notary puhnc IN and for the parish e.:
/ Orleans. State # Louisiana, dulv commits
stoned and qualified, and IN the presence OF
the witnesses hereinafter named and under
| signed:
| Personally came and appeared the severa,
| persons whose names are lcTeunto subscribed,
! al above 'hc axe " majority: who severaIy
declared that, avalltng themselves OF the pro
visions of the laws OF the State relative 20
/ the formation and organization OF corpora
| tions, and particularly Act No. 2@ u the
/ legislative acts OF the General Assembly OF
this state for the year 1914 approved luly Q.
| 1914, they have covenanted and agreed, and
| 10, by these presents, covenant, agree and
| bind themselves. as well as such oiaer per.
sons who may hereafter become associated
with. or their successors, 70 form and con
stitute a corporation in law. for the objects
and purposes and under the agreements and
StipulatiOns following, to-wit:
Article The name and title OF this cor
poration shall be: The Josephine Flaspoller
Company, Inc" and under its said cor
pora;e name II shall have the right, power
and authority TO have and enjoy corporate
existence and succession for the full term
and period OF uinety-nine (99D years from
and after the date hereof; TO contract, 70
sue and be sued; TO make and use cor
p0rate seal II desired, and the same to break
or alter at pleasure; 10 hold, acquire, receive,
| lease, purchase and convey, as well as mort
gage and hypothecate, property, real, per
soral and mixed, corporal or incOTpOreal;
TO name and appoint such managers, agents,
/ directors and officers as its business interests
| and ConvenIences may require, and 20 make
! ara establish, as well as alter ard amend
| from time 70 time, such bylaws, rules and
J regulations for the government of the affairs
{ Of said corporation as may be necessary and
| proper in the conduct Of said business.
AS 5s be h 5" siH Of IF S Sea 6eS5
| Safe OF Louisiana, and all citations or other
! legal process shall be served upon the pres
! Ident OF said corporation, or, in the event Of
| his absence, upon the cepresident and
in the absence Of both of said officers, as the
| law directs.
Article III.-The objects and purposes for
which this corporation is formed, and the
| nature and character OF the business TO ne
! carried on by il, are declared 20 be:
! To manufacture and sell dentrifrical solu
| tions, antiseptios and mouth washes and
teeth tleaCher, and particularly - acquire
and manufacture and sell the antiseptic and
teeth bleacher named-"The Josephine Cit
| rpnIzed Compound" all over the United
| States and foreign countries, and in conec-
| ton Herewith to purchase, import, manufac-
| ture and sell chemical raw products in order
to manufacture same, and in addition thereto
/ to take over purchase and acquire formulate,
! trademarks and trade names of persons
] corporations
| Of same, and to purchase and acquire and
manufacture any other articles of chemical
| ingredients, toilet articles and supplies, and
| in order TO properly conduct the said busi-
ness, to purchase, acquire lease lands,
/ buildings and improvements and TO build
| thereon suitable buildings and structures
! such as the nature OF the business may re
| quire; to advertise through newspapers, mail
| and by circular and all other lawful means
| the aforesaid compound and TO manufacture
| article or articles with the trade ks
! therefor required and applied for through the
| United States Patent Office or other Federal
| Departments; and. in general, 10 acquire all
! such horses, mules, vehicles and parapher-
MALTA necessary to carry on said business.
Mr.. William Flicker as the owner of the for.
mula of the Citronized Compound has turned
his rights over to his wife, Mrs. Josephine
! Flicker formerly Josephine Flashpoller, said
| Mrs. Flicker transfers all her said rights to
said corporation for two thousand five hun;
bred md fifty tS255OOO) dollars of the full
paid and worcestershire stock of the said
poration.
Article IV.-The capital stock of this cor
poration is hereby fixed at the sum Of five
thousand (s5,OOOoO) dollars, divided into five
value Of ten $1,000 dollars each. The cor
poration shall have the right TO increase its
! capital stock up TO the further sum OF ten
| thousand $4,000 dollars, 10 be divided into
| shares of ten $1,000 dollars each, provided
| that said increase shall have been authorized
| by the stockholders at a meeting held pur:
| suant TO law, at which two-thirds of all OF
| its stock shall vote therefor, after having
received due notice in writing from the cor
| poraton of the purpose to submit the matter
to the stockholders, provided that the fixed
! increase in stock, If authorized, shall be
rendered and issued TO the registered stock
! holders in proportion TO their holdings in the
| original capital stock. Any subscriber TO
| stock may pay his subscription thereto in
board of directors, and having such property
! duly transferred, the corporation shall issue
full paid and non. assessable stock. The
| shares Of stock shall be issued as full paid
| and worcestershire, and no tranfer OF stock
| shall be binding the corporation unless
| recorded on its books.
| No stakeholder shall be liable for any
| amount beyond the amount of stock sub
scribed for him in this corporation.
Article V.-All of the corporate powers OF
/ this corporation shah be exercised by board
| OF directors consisting Of five 90 members,
| three Of whom shall constitute a quorum fOr
the transaction of business. The. board Of
! directors shall elect, annually, from their
number, a president, vice-president, and sec
retary-treasurer. The board shall appoint
from time to time such officers and agents,
essary for the purpose Of carrying on the
business of the corporation, who shall hold
office at the pleasure of the board, or may
invest said authority in the manager thereof.
Said board may make, alter and amend any
and all bylaws and regulations proper for
the conduct and management OF the business
and affairs of said corporation.
The following persons shall compose and
constitute the first board OF directors: Will
liam Flicker, president P. o. address, New
Orleans, La; Hubert NJ. Ansley, vice-presi-
dent, P. o. address, New Orleans, La; Mrs.
Josephine Flaspoller-Ficker, secretary-treas.
urer, P. O. address New Orleans, La, and
the business management shall be directed
by William Flicker, president, who shall also
be designated as manager, and who shall be
entitled to compensation for acting as such
manager not exceeding one hundred and fifty
(SlS0.00 dollars per month.
The annual meeting of the stockholders Of
this corporation for the election Of officers
shall be held on the day of
of each year, and the directors now cho-
sen to represent this corporation shall hold
their Offices until that date (but the manager
aforesaid. whether reelected president or not,
shall continue to act as such, unless
moved for cause), or until their successors
are duly elected and qualified. In case va
cancies occur during the year, same shall
-. 1laI h. -. a,r;p