The herald., 1918-03-28
CHARTER
ARTICIE IL

| sand tS5OGOO.0O) dollars, divided into
five hundred t5OOl shares OIL me par
| each, provided, that the amount 10
| which the capital stock of this corpora
! ton may he increased shali De one
! hundred and fifty thousand dollars.
TWO hundred and hfty shares' or
( Twenty-Five thousand dollars OF the
capital stock of this corporation must
! br subscribed before the hllnS OF the
| articles OF Incorporation. Inc SUP
| SCrlbcd capital stock of TINS corporation
| shall Ice payable ia CaSr, property treal
or perSunaD. or for labor and services
| rendered and performed.
No stakeholder shall ever be held Ia
Bile or responsible for the faults, con-
tracts or debts of this corporation IN
any further sum than the unpaid bal
uHCv due the corporation on the shares
of stock subscribed by him, nor snail
any mere IutormaltN IN ORGANIZATION
have the effect OF rendering TINS Char-
ter null, or of exposing any Sharehold-
cr To any liability Whatsoever
This corporation shall not engage IN
business until two hundred and htty
t25OD shares, or twenty-five thousand
t$25,UUO.UUD dollars Of the capital stock
have been issued ana paid in, in cash.
If. in addition, any stock of this cor
poraJlon is exchanged, either in whole
or in part, for property or goodwill in
that event the provisions OF Section
of Act 26l of 1914, shall be computed
ARTICLE V.
Il All the corporate powers of this cor .
Il poration shall be vested in and eNer-
1 CiScd by Board of Directors to he
! composed of three stockholders, each
! Of whom shall own in his own right,
| during his term of office, at least one
| fun paid share of stock, all of whom
! shall constitute a quorum for the trans
! action of business, provided, the Board
| Of Directors are hereby authorized to
! increase, in their discretion, the number
! of Directors to seven "a, in which
! case four shall constitute Il quorum.
! The officers of this corporation shall
| consist Of President Vice president,
! SECRETARY and treasurer an or wh0m
! shall be members of the Board OF Di-
! rcctorS. The offices of Secretary and
! Treasurer may be combined in one and
| the same person.
The following named persons shall
constitute the first Board of Directors,
| to-Wit:
| Ephriam Rosenberg, 1921 st. Charles
=. Seton schneidau. 1884 Robert
! Street.
| Benedict b. Hans, 1918 81. Charles
All residents of the city of New Or
! leans, state of Louisiana, as above
| stated, with Ephriam Rosenberg as
! President. L. Seton Schreidau as Vice
! President, and Benedict l.. Hans as
! Secretary Treasurer, and these direct
ors and officers shall hold office until
! the second Tuesday of March, 1918, or
| until their successors are duly elected
| and qualified.
Thereafter the directors shall be
. elected annually on the second Tuesday
of March of each year. all elections OF
| directors shall be by ballot, and each
| stakeholder shall be entitled to one
| vote for each share Of stock standing
| in his name on the books of this cor
poration; this vote to be cast in person
| or by written proxy, and il shall re-
quire twO-thirds of the stock present
or represented 10 elect.
Failure to hold an election for direct
ors on the second Tuesday of March.
1919, or annually thereafter, shall not
work forfeiture of this charter, but
the old Board of Directors shall remain
in office until their successors are duly
elected and qualified.
ARTICLE VI.
The Board of Directors shall hold
egular meetings at such times as shall
be fixed in the bylaws of this corpora
ton. These meetings shall be held at
the domicile of the corporation. but the
President may call special meetings of
the Board of Directors at such times as
he may deem advisable, and he shall be
required to call such special meeting
at the request of member OF the
ten notice of such special meetings
shall be given to the directors, unless
directors. Any vacancy occurring in
the Board of Directors, either from
death, resignation or inability to serve,
| shall be filled by the remaining Board
of Directors at its next regular meet
ing after such vacancy shall have oc-
Cured. The first Board of Directors of
this corporation shall be required to
draft suitable bylaws for the govern
ment of this corporation, which may be
altered, amended or changed as the ex-
igencies of the case may require.
ARTICLE VII.
The stock OF this corporation may be
transferred, provided such transfer
shall be recorded on the books of this
corporation before it shall be required
to recognize the transfer of the new
holder of said stock. The total amount
of the subscribed stock, as herein set
sand 1921, 000.00) dollars, or two hum
dred and seventy. (270) shares which
are hereby authorized to be issued fully
paid for and non Accessible, for cash.
In the event that any stakeholder de-
sires to sell his stock, or any part
thereof, he shall first offer same to the
remaining stockholders, in proportion
to their respective holdings, at its book
value: This offer is to be made to APP
pear by letter addressed to each stock
holder at his last known address, CIV
ing thirty days option. At the eXpira-
ton of which time the said stakeholder
desiring to dispose of his stock. shall
be at liberty to sell at whatever price
and to whom he shall please.
ARTICLE VIII.
This charter may be modified or al
tered, the capital stock thereof in
creased or decreased, or the corpora
| ton may be dissolved with the assent
of two-thirds of the capital stock pres
ent or represented at any meeting of
the stockholders held for that purpose,
after prior notice in writing to each
: stakeholder, or mailed to him at his
, last known postoffice address, all in
accordance with the terms of Act 267
: of 1914.
ARTICLE TX.
At the expiration of this charter or
the earlier dissolution of this corpora-
ton for any cause, its affairs shall be
liquldated by one or more liQuidators
TO be elected by the stockholders, all of
2 whom shall hold stock in this corpora
e ton, and said liquidators are hereby
= vested with full power and authority
to liquidate the affairs OF said corpora
tion, with full power to act under the
terms OF Section 80 of Act 267 Of 1914.
ARTICLE *.
The appearers hereby declare that
Z they have subscribed to the following
! number of shares of the capital stock
or TINS corporation, to-wit:
, Ephriam Rosenberg, 1927 st. Charles
! Avenue, New Orleans, La. one hundred
: and twenty-five U25) shares
p. Seton Schneidau, 1884 Robert
Street. New Orleans La, one hundred
: and twenty-five G25) shares
!, Benedict Il. Hans, 1918 St Charles
7 Avenue, New Orleans, La, twenty (20)
$ shares.
All of which shall be paid in cash.
Thus done and passed, at my office
| in this City of New Orleans, La on
! | the day, month and year hereinabove
I | first written, in the presence of Messrs
Francis II. Burns and w. +. Conery
e sign their names, together with the
e said appearers and me, Notary, and the
: said appearers have also set opposite
y their names the number OF shares sub
scribed by them, all after due reading
e | Of the whole
: EPHRIAM ROSENBERG, 125 Shares
| r. SEXTON SCHNEIDAU, l25 Shares