The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-03
CHARTER
OF SCHWARTZ BROS. &

CHARTER
OF SCHWARTZ BROS. & Co, INC.
United States of America, State OF Louisi-
ana, Parish Of Orleans, City Of New
Orleans.
Be i; known. that on this thirty-hrst day
OF the month OF December in the year OF
Our Lord, One Thousand, Nine Hundred and
Seventeen, and OF the Independence OF the
United States OF America, the one hundred
and forty-second: before me. Theodore a.
Schuber, a Notary Public, in and for the
Parish OF Orleans, State OF Louisiana, duly
commissioned. sworn and qualified, and in
the presence Of the witnesses hereinafter
named and undersigned: Personally came and
appeared:
The several parties whose names are here
unto subscribed, who severally declared. that
avaIlIng themselves OF the laws OF the State
of Louisiana, IN such cases made and pro-
vided, they have covenant and agreed, and
do, by these presents, covenant and agree.
and bind themselves, as well as all other
persons who may hereafter become associated
with them, to form a corporation, and body
polite, in nav, for the objects and purposes,
and under the articles and stipulations, fol-
lowing to-wit:
Article 1.-The name of this corporation
shall be Schwartz Bros. & Co., Inc; and
under its said corporate name, II shall have
power and authority to enjoy corporate ex-
istence and succession, for the full term OF
ninety-nine years. from and after the date
hereof. TO contract, and be sued 10 make
and use a corporate seal, and 10 alter and
break the same al pleasure; 10 acquire, by
grant. gift or otherwise, hold, receive, by
pothecate. convey. sell, lease, pledge, mort
and mixed TO issue negotiable bonds and
notes or other evidences of debt, 10 name
and appoint such managers, agents, directors
and officers, as its business interest and
convenience may require; TO make and es-
tablish, as well 10 alter and amend. from
time 10 time. such bylaws, rules and reg
ulations for the proper management OF the
affairs of this corporation, as the same may
be necessary and proper; said corporation
shall have further power 10 acquire, sell and
d spose Of the capital stock in other corpo-
rations; and further enjoy and exercise all
the rights and privileges and grants under
under Act 267 of the Louisiana Legislature
of 1914.
Article 1.-THE objects and purposes for
which this corporation is organized, and the
nature of the business 10 be carried on by
it, are hereby declared 10 be:
To conduct and carry on the business of
wholesale dealers in dry goods, notions, fur
nishing goods and other articles, 10 take
over. acquire, succeed TO, and conduct the
business and assets, and good Will OF the
firm OF Schwartz Bros. & Co., of New Orleans
La; and generally to purchase acquire. do
and transact any other business incidental
TO or connected with the general objects OF
this corporation as herein set forth, as the
Article III.-The capital stock of this cor
poration is hereby fixed at the sum OF One
Million. Two Hundred Thousand Dollars
si,9D.OO0l. to be represented by Four Thou
SIND C4.OOO) shares Of preferred stock OF the
par value of One Hundred Dollars $4,000
each, and Eight Thousand 5000 shares Of
common stock OF the par value of One Hun
bred Dollars CslOO.0O each. payable at such
times an in such installments, and under
such conditions as the Board of Directors
may determine. This corporation shall be a
going concern and authorized TO do usiness
as fifty per cent 500 }. of its author
lied capital shall be subscribed for, and al
least fifty per cent (5OGo) of all stock SO
subscribed for, shall be paid for. The cap
ital stock of this corporation may be in
creased to the sum Of Three Million Dollars
$500 10000. Both the Common and Pre-
ferred stock of this corporation shall only
be issued for cash, or for services rendered.
merchandise, property other valuable con-
siderations, enuring to this corporation, ac-
cording TO the exclusive judgment and find
ings of the Board Of Directors thereof.
Article IV.-The other conditions, limita-
tions and provisions under which the pre-
ferred stock shall be issued, are hereafter
enumerated:
The holders of preferred stock shall be
entitled 10 receive out of the net profits of
the corporation. fixed dividend of seven 7oo)
per cent, per annum payable annually, to-
wit: On the first of January in each and
every year, commencing with the first OF
J
paid or set aside on or for the common stock
for the period Heretofore elapsed. The prin-
cipal or par value of said preferred stock,
with cumulative dividends thereon at seven
should have been paid, and arrears of in
terest such dividends as hereinafter
fixed. shall be paid in full out Of the assets
OF the company IN preference to any OF the
common stock, in the event of liquidation
of this corporation from any cause, and be-
fore any distribution can be made of the
capital among the holders of the common
stock. The dividends upon the preferred
stock are to be cumulative, and bear 6oo
interest from their maturity date as herein
provided, compounded annually, so that If.
for any period or periods the said dividends
are not paid the right thereto shall
cumulate against the common stock; and all
arresrs of such dividends cumulated and
interest thereon. as herein provided, must be
paid before dividends can be paid on the
common stock The preferred stock shall not
be entitled however. TO participate in any
other earnings, dividends or profits. The
credited with dividends, shall commence from
the date OF actual payment Of such stock.
The Board of Directors shall have the right
and option of retiring the preferred stock, IN
whole or in part at any time and from time
20 time,-after FIVE years from the date of
this charter-at the price of One Hundred
and fifteen (sllS.O0) dollars, per share, in
addition to the cumulated dividends and in
terest thereon, IT any, as hereinabove pro-
vided for. Such retirement shall be at the
option of the Board of Directors and shall
be effected by payment out of the surplus
funds; and in case, shall such preferred
stock be retired under circumstances as
would produce impairment OF the capital
stock of this corporation the outstanding
common stock to be then worth no less than
par. Such retirement or redemption of pre-
ferred stock, can only be effected on thirty
days previous notice in writing to the hold
ers Of preferred stock of record, after draw
ing by lot in the presence of the Board Of
Directors. Upon such notice, all dividends,
interest and arrears shall cease with respect
to such retired stock.
Preferred stock shall enjoy no voting pow.
er; and no holders or owners Of preferred
stock shall be entitled 10 any vote with
respect TO such preferred stock, in any of
the affairs Of this corporation or meetings
Of the stockholders or directors thereof, or
otherwise.
In the event any holder owner OF stock,
as we'll as his widow, estate or heirs, wheth-
er of common or preferred, desires TO sell
or dispose of the same, such holder or owner,
as we'll as his widow, estate or heirs, must
first tender such stock 70 the Board of Di-
rectors of this corporation for purchase Tor
period of thirty days. in writing, al the
highest bona hde offer that he my be able
to obtain elsewhere for same. and during
such period of thirty days, the said Board
shall have the exclusive right TO accept or
reject the purchase Of said stock. as Il may
elect; and in the event the said Board snail
60 60 lie said purchase within said De-