The herald., 1918-11-07
CHARTERS

1
| surplus OF the corporation in accordance with
| law and subject to the provisions of th
charter. To- Fifty per cent go per cent?
| OF the total (Which need not, however. be OF
each class OF the capital stock shall be sub
scribed before the filing of these articles OF
| Incorporation, and Fifty per cent 80 per cent?
| OF all stock subscribed for must be paid for
| before the corporation engages in business.
and the remainder within Twelve az months
thereafter; but all stock subscribed for NAV
be paid either in cash or property actually
received by or labor done for the corpora-
tlon IN accordance with law. In payment Of
all or any portion of said stock. this corpo-
ration Is authorized to acquire and take over
any existing business and this corporation
shall hereafter have the right to acquire any
existing business or property, and TO issue
IT'S stock or any portion thereof for the value
thereof in accordance with law H. The
capital stock OF the corporation may be in
creased to Two Million Five Hundred Thou
sand (S2,5O,0O0OO Dollars, that is the pre-
terred stock may be increased to Seven Hun
dred Fifty Thousand ($75O,OOOOO Dollars. all
OF such increase in the preferred 10 be
Class 3D." and the common stock TO One
Million Seven Hundred Fifty thousand Dol.
lars tSl75O,O0OO), all of such increase in
the common TO be Class "B." 49, Sepa-
rate stock books shall be kept for each of
SAID Classes OF stock. and no transfer of
stock shall be binding on this corporation.
except when made upon its books bv the
surrender Of the outstanding certificate. and
Us proper endorsement by the owner or his
constituted agent or legal representative.
ARTICLE VI. All the powers of this
corporation shall be vested in and exercised
by Board of three directors elected bv
the stockholders who are entitled to the
voting power at the annual meeting which
shall be held on the first Monday of DC
tober OF each year, with the right of such
stockholders to increase the number TO not
more than seven directors. Each OF the di-
rectors shall own at least one share of Com.
mon stock IN his own name. The first an.
nual meeting shall be held on the first Mon
day of October 1919, until which time the
officers and directors named in this charter
snail continue 10 act, and until their Sue
ceSsors are elected and qualified. At each
annual meeting Of said stockholders. the said
stockholders shall elect as many of said d-
rectors as they shall desire, and should thew
elect less than seven, the directors shall
nave the power to increase their number 10
seven, by election at any meeting of the
Board of Directors may be filled by the re-
naming directors. Any director NAV be
represented at any meeting by any other
stockholder by written proxy. Immediately
own election. the directors elected by the
stockholders shall elect a President. a Vice
President and Secretary Treasurer The
failure to hold the annual meeting and elect
directors shall not affect this corporation nor
impair ITS management, but the directors in
office shall continue until their successors
are elected. J. The Officers of This cor.
Poration shall consist of President. Vice
President, and a Secretary Treasurer but
the stockholders or the directors NAV cleo,
such other officers, agents, and EMPLOYEES
as they deem proper, and may fix and deter
mine the power and duties thereof T. The
iirst Board of Directors and officers of this
corporation and their post office addresses
are follows: Abraham Rosenberg. 76l5
St Charles Ave, New Orleans, La, Presi-
dent; Arthur K. Berry, pas Cambronne St.
New Orleans, La, Vice President; Nathan 6
Cohen, 2E Peters Ave, New Orleans. La,
Secretary Treasurer may at any time be
divided by the stockholders or the Board of
Directors, and in such event. the Secretary
need not be a member Of the Board. 6. The |
Board OF Directors may make, amend and
repeal all bylaws for the regulation of the
corporation not inconsistent with and sub. !
Ject to such bylaws, rules and regulations
as may be made by the stockholders l. |
All elections by the stockholders shall be by |
ballot at the office Of the company in &C |
cordance with such regulations as the Board
OF directors may determine, and at every
such election, and at all meetings of the |
stockholders' each registered share of the
stock entitled to vote at the date of such |
meeting or election, shall be entitled to one |
vote to be cast by the registered owner or |
ms agent or representative by written proxy |
ARTICLE VII. This act of incorpora- |
ton may be modified, changed or altered or |
said corporation may be dissolved with the |
assent of two-thirds of the capital stock out |
standing at meeting of the stockholders |
convened for that purpose, and after fifteen
days written notice has been delivered in |
person or given by letter mailed to the last |
known address of each stakeholder The said |
notice may be waived by the unanimous |
consent of all the stockholders. ?. In case
Of the dissolution of the corporation tie az |
fairs shall be liquidated by one or more Ii.
luidators elected by a majority vote of the |
with such powers, compensations
and duties as the stockholders may deter.
mine.
ARTICLE vino stakeholder shall ever
be held liable for the faults or contracts of |
his corporation in any further sum than the
unpaid balance due to the corporation on the
shares subscribed by him, nor shall any
mere Intormality have the effect of render
ing the charter null or of exposing any
to any liability beyond the un-
paid balance due on his stock.
ARTICLE VIII.-There is annexed 10
-hese articles of Incorporation, and TO be
cad IN connection Herewith, an accurate |
detailed, and itemized description of the
property as to amount, location, extent, char
lcter, and state of Improvement together
With a statement of its value as appraised
~ its directors, for the subscriptions to the
'apital stock of said corporation, consisting
# property.
ARTICLE IX.--The subscribers hereto have
respectively written Opposite their names
he amount of stock subscribed by them in |
his corporation so that this act of incorpo-
alton may also serve as the original sub
cription list of the corporation, and they
lave stated their post-office addresses, SO as
o conform with Act 267 of 1914.
Thus done and passed at my office in the
,ity of New Orleans, State of Louisiana, on
he day, month and year herein first above
written, in the presence of James NJ Dill
on and George Arthur Seaver, competent
witnesses, of the full age of majority and
esiding in this city, who have hereunto sign
d their names with said appearers and me,
Notary, after due reading of the whole.
Original Signed Abraham Rosenberg
6l5 ST. Charles Ave, New Orleans, La, 7.45O
hares, S450OO.O0, Class "a" Common 225O
hares, S225.OOOOO, Glass "a" Preferred. 1000
hares, 100000. Class "B" Common. Ar.
hur R. Berry, 224S Cambronne ST., New Or
cans, La, IS shares, $3.50, Class "B" Com
non. Nathan S. Cohen, 227 Peters Ave,
Jew Orleans, La, 10 shares, $1,000 Class
b. Common Witnesses: N: Dillon,
'ublic.
l, the undersigned. Recorder of Mortgages.
n and for the Parish of Orleans State OF
.ouisiana, do hereby certify that the above
nd foregoing Act of Incorporation, of the
J.. Rosenberg & Sons, Inc, was this day
uiy recorded in my office, in Book 1922,
olio 497. New Orleans, Oct. 3rd, 1918.
(SeaD
A true copy. CHARLES RoSEN, Notary
'ublic
(SignedD EMILE J. LEONARD, by. R.
Oct, l0l7-24-3l, Nov. 7-l4.