The herald. [volume] (New Orleans, La.) 1905-1953, 1918-10-24
CHARTER


porate seal, and the same to break and
alter at pleasure; to hold, receive, convey,
mortgage, hypothecate and pledge property,
real and personal to issue bonds, notes and
other obligations; to have and employ man
ayers, directors, officers, agents and other
employees the interests and convent
ence of the corporation may require; to make
and establish such committees and to create
such rules, regulations and bylaws for the
corporations management and control OF the
affairs of the corporation as may be deemed
necessary and expedient.
ARTICLE 1.-THE domicile OF this cor
poration shall be in the City of New o.
leans, State of Louisiana and citation and
other legal process shall be served upon
the President or, in his absence or inability
to act from any whatever, upon
Vice President of the Secretary Treasurer
ARTICLE III.-The object and purposes OF
this corporation are to manufacture, com.
pound, prepare or otherwise make, liquid
soap solvents, polishes and cleaners. TO sell
same either at wholesale or retail, buy, sell
and deal in chemicals, chemical compounds
and chemically prepared proprietary articles;
to engage in trade and commerce in all its
FORMS shapes and phases; TO have, hold, &c
Quire, possess, sell, let, Alternate trans
fer any and all offices, real estate, buildings
and machinery necessary for the conduct
of the business; to have, hold, acquire, pos
Sess, sell, let, ALLEVIATE or transfer trade
marks, patents and patent rights or copy
rights, privileges and inventions; to hold
stock in other corporations and bonds of the
same and of the United States and of the
State OF Louisiana, and generally TO do and
perform all things needful, necessary, proper,
| or useful for the accomplishment OF the pur-
poses of the corporation, the whole in the
| State Of Louisiana, the states territories and
| possessions of the United States and in for
eign states and territories with the right to
have offices and places OF business and agents
| and representatives in any and all of the
| same.
| ARTICLE IV.-The capital stock of this
| corporation is fixed at Fifty thousand dol
lars $4,000, divided into twenty five hun
dred shares OF the par value OF Twenty $50
| Dollars each, to be paid Tor in cash in
| services actually rendered or in property pur-
! chased by the corporation. Twenty-Five
| thousand dollars tS25,UO) OF said stock may
| be used in payment for the exclusive right
| to manufacture, compound or otherwise make
the liquid soap solvent, known as GlaS-Glos,
| according to the formula owned by Louis a.
| Block and protected by letters patent or copy
| ight now pending in the Patent Office OF
! the United States. together with the eNclu-
| sive right to vend the same in the United
| States territories and possessions and in for
| eign states and territories for a period OF
| two wears from date hereof; the value OF the
| right so acquired and the option hereinafter
| OF Twenty five thousand dollars CS25OOO), and
| the Board OF Directors is authorized to &C
| qure said rights from the said Louis n.
| Block and in payment therefor, to issue GER
| tificates of stock for the amount of shares
| equal to the number of shares subscribed
| for by other subscribers stockholders and
| thereafter in amounts so that he shall re-
| ceive, as shares OF stock are subscribed Tor
| by others a certificate for shares equal in
| number to the shares subscribed; and
| the said Louis A. Block hereby grants an
| exclusive option to the lessee 70 purchase
| said formula and all trade names, trade
| marks. copyrights and patents protecting said
formula or trade name at the expiration OF
| two years from date hereof al a price to be
| fixed and determined by a majority vote OF
| the Board of Directors of said lessee after
| giving full and fair consideration 10 the
value of said formula may be evidenced
by the business and profits OF said lessee
! derived from the use of said formula during
| said period of two years, payable IN capt
| tai stock Of the lessee; should the price So
| determined be more than the uniSsued capt.
tai stock of the lessee, then this charter shall
be amended and the capital stock increased tC
such sum as will enable the lessee (this com
pany) 10 acquire FULL ownership OF said for.
| mula. and pay for same in stock. The
| capital stock may be increased TO One Mil
lion (Sl,OOOOOOOO) Dollars. The capital STOCK
/ of this corporation is issued and held under
the irrevocable agreement, contract and con
| ditions that no sale transfer of the STOCK
less and until it shall have been first offer
ed in writing to the corporation at the book
value thereof as shown by the last audit o.
the books within six months OF the offer fOl
are hereby granted the absolute first RICH
and privilege to purchase same at the price
stated and TO accept (Which shall be in writ
ng) and pay therefor within thirty days at
ter such offer shall have been made. lh'
right and the rights conferred in this Article
of the Charter shall follow the stock int
whatever hands it may 60 Failure OF tn,
holder or possessOr OF the certificate OF stool
to produce or deliver same shall authorize
the corporation TO receive in trust the pric,
thereof. TO cancel such outstanding certifi
Gates on the books of the corporation and is
sue new certificates therefor The stock s.
purchased shall be divided among the. re
| naming stockholders may be desired b.
them. and in default of agreement, in pro
portion to their several holdings and upOI
payment of the price thereof. This corpora
ton shall be the agent of the stakeholder
| especially empowered through its Board o
Directors to enforce and carry out all o
the foregoing provisions regarding stock II
this corporation.
| ARTICLE V-All the corporate power
vested by law or this charter on corporation
shall be exercised by the Board of Director
of this corporation, including the right L
manage, control and direct the affairs o
this corporation, the corporate policy, to sci
the corporation or to merge 1t into anothe
corporation and to take in payment of an.
such sale or merger. cash, bonds, notes o
stock of the purchasing or merging corpora
| ton or of a new corporation created tor tn
purpose without the necessity OF reterrin
| either or any OF SAID acts 10 inc StoChHOiuci
The Board of Directors of this corporation
shall be composed of five stockholders. Tn
first board Of Directors under this charte
shall be Louis A. Block, n. ]. Barrois, NJ
L. Smith, Hughes Fernandez and Benz. W
| Herman, with Louis A. Block as President
N J. Barrios as first Vice-President, Hugue
Fernandez as Second Vice-President and NJ
L. Smith as Secretary-Treasurer; they shal
hold office until the first Monday OF DC
tober, 1920 or until their successors are elect
ed and qualified. OF the first Monday o
: October 1920 and annually thereafter a
, election shall be held by the stakeholder
, for Board of Directors. Such election shal
! be preceded by fifteen days written motto
| to the stockholders delivered in person o
sent by mail to the last address known
: at the office of the corporation at such hou
stakeholder shall have been registered wit
the Secretary. The election shall be hel
6 at the office of tn corporation at such hou
, as may be fixed by the incumbent Board {
: Directors and under the supervision of on
or more commissioners appointed by tn
same. In all elections for officers or dire'
E tors or both, the cumulative form OF votin
stock shall prevail and the five persons r'
ceiyinp the highest number of votes ca:
at said election shall be declared elected
: and the Board of Directors thus electe
q shall meet and organize as soon after SAL
9 election as possible. "A majority OF n
J. whole Board shall constitute quorum, an
: directors absent or unable to attend may al
: thorize Directors present TO represent the
! by written proxy, filed with the Secretar
y and with all the powers such absentees coul
exercise If present in person. All routlr
}; business matters shall be decided by II