The herald., 1918-07-04
CHARTERS
CHARTER.

OI4Cdus"
Re :, known and remembered that on this
s,b dav of the month OF June, IN the year OF
our Lord 1918, and Of the United States OF
America the One Hundred and torty-second
Before me, Meyer Samuel DreiiuS' 40,
tarv Public. duly sworn, COMM sSlOned dnu
ousIi,ied in and for the Parish and State
aforesaid; and in the presence OF the Wit
uesses hereinafter named and undersigned:
Personally came and appeared the per
sons whose names are hereto SuOscrlOed as
such. Of the full age OF majority, residing IN
the Parish OF Orleans, who declared to me-
that availing themselves Of the laws OF TINS
State relative to the organization OF eoIpo-
rations, and more particularly OF ACT [o' Oh
tbr Acts of the General Assembly OF the
STATE OF Louisiana for the year 1914, page
2s5, and Act 80 OF 1910, page 1913, they have
coyenanted and agreed, and BY these pres
euts do covenant and agree tor themselves
and their successors and assigns to form
themselves into a corporation and Dody pom
tic for the objects and purposes and under
the stipulations hereinafter set torth, To-
wit:
ARTICLE 1.-The name and title OF this
corporation shall be Sherman Bros. * Co.,,
Inc" and under such title 1t shall have
and enjoy succession and existence Tor
period Of ninety-nine years from date mere
Of; it shall have power and authority 10
contract sue and be sued, make and use
corporate seal, the same TO break or alter
at pleasure; TO hold, sell, lease, mortgage,
hyp0thecaie or pledge property real personal
or mixed, necessary, incidental or proper iof
the carrying on OF its business, ana 10
name, elect and appoint managers, directors
and clerks or other employees 10 properly
conduct its corporate business ana 10 make
such by laws rules and regulations, as may
be found necessary or desirable tor the man
aQement OF this corporation, and generally
to do every other act, matter or thlng nee
essary for the complete and proper carry
ing on Of said business.
ARTICLE 1.-THE domicile OF this cor
poratiou shall be in the City Of New Or
leans, Parish of Orleans, State OF Louis
lana, where all citation and other legal pro-
cess shall be served upon the President, or
in the absence of the President upon the
Vice -President, or, in the absence OF both,
upon the Secretary Treasurer.
ARTICLE III-The objects and purposes
of this corporation shall be to conduct
business of buying and selling scrap iron,
Junk, new and second hand machinery, and
steel rails, and any other articles OF COM
merce, at wholesale and retail, and TO DO
any and all acts necessary or incidental TO
the carrying on and conducting OF the
aforesaid objects and purposes; and to en-
gage in the business of buying and selling
steel and other metals and machinery; 10
engage in the reducing, refining and melting
of such materials, and to do any and all
things necessary or incident to the above.
ARTICLE IV.-The capital stock OF this
corporation shall be Ten Thousand Dollars
(Sl0UOOO, divided into 100 shares Of the
poration shall become a going concern when
fifty (5O) shares of its said capital stock
shall have been subscribed and paid for IN
cash, its equivalent
No stockholder shall ever be held liable
for the faults, contracts or debts of this cor
poration on the shares Of stock subscribed
for by him, nor shall any mere intormality
in organization have the effect OF rendering
this charter null, or of exposing any share
holder to any liability whatsoever
\ rafa
this corporation shall be vested in and ex-
ercised by Board of Directors to be com,
posed of three stockholders, majority OF
whom shall constitute quorum Inc OF
ficers of this corporation shall consist OF a
President, Vice President and Secretary:
Treasurer, all of whom shall be members OF
the board Of directors, to-wit:
Abraham Sherman, President, 1855 Baronne
Street. 500. d.
Jacob Sherman, Secretary Treasurer, 1885
Baronne Street. :,
And these directors and officers shall hold
their said office until the 10th day OF June
1919. or until their successors snail nave
been duly elected and qualified:
Thereafter the directors shall be eIected
annually on the 10th day of June OF eaG1
year. beginning with the year I'll IA ~,
each stockholder shall be entitled to one vote
for each share of stock standing IN has name
on the books Of the corporation, this VOC
to be cast in person or by proxy, anG =,
shall require a majority OF the stocA PieS9"'
or represented to elect. $780,,
ARTICLE VI-The board OF directors
shall meet and adopt bylaws, rules ana
regulations governing the management OF the
coTporation as the directors may see MI
ARTICLE VII.-The several stockholders
.gree NOT to sell, transfer, donate or other-
wise dispose Of any Of the share, or shates
Of stock held by them without offering tne
xuhf
said stock TO the corporation, WIZ" s.or, a.
have the right within ten days from daIe
az receipt Of said notice by the fresiue,IN
20 purchase the said stock offered ior stlei
in whole or in part, at a price 70 DC Nsi. -
upon between the said eofpotation anu SO
sad shareholder, provided that the sSlo
nr;ce shall not exceed the maximum Vaius
~ said stock so offered for sale, winch vdiu'
shail be determined TO be the valne Oh ny
said stock as it appears on inc oo4Ss eel
sa;d corporation as of that date. Aiter sue
sine should the corporation decline 70 pur
chase said stocks, the shareholder shaIl nay
the right of option to otter salu stock 40
sale to any other person or persons iii'nS
oARTICIE VIII.-This charter may, o.
modified, or altered, the capital STOCK tneie
of Increased or decreased, or the cotPef atloi
NAV he dissolved with the assent OF TWO
thirds of the capital stock preSens kboIder
h.Jd Cor that purpose, after prior notice II
wT;t;ng 10 each stakeholder mailed TO MN
a. his last known post ofice adureSs' =,
IN. accordance with the terms oil ACT 20
Of 1914. .:..,;o, of ,bi
charter. or at the earlier dissolution OF Uni
corporation for any cause us aIIaLs sue ;.
-. 'Ec,,;dated by one or more liquidators u
he elected by the stockholders, all OF who'i
shaIl hold stock in said company and I'M
sad commissioners are hereby vested VIII
foil mower and authority to liquidate the al
fairs of said company in accordance win I'M
terms of Section % of Act OF l9l4.
= ARTICLE X-The appearers hereby ae
Flare that they have subscribed to the ioi
owing number of shares in the proportion
sci opposite their names, and their sigma
lures hereto shall constitute their orisina
subscription to the capital stock OF SAID cor
poration on the proportion set opposite theH
names.
Jacob Sherman, IS shares.
Maurice Sherman, shares. =,
Thus done and Passed in my Office IN thS
Civ of New Orleans on the 9Th day OF June
iqts in the presence of Herbert w. Kaiser
and Marguerite G.. Stein, competent witnesses
who have signed these presents, together
With said appearers and me, Notary, alter
due reading Of the whole
Witnesses; H. w Kaiser, NJ. G. Stein.
A Sherman, Is shares; NJ. Sherman, by
A Sherman, shares; J. sherman, - shares
MEYER s. DREIFUS,
Notary Public.
/. the undersigned Recorder of Mortgages
In and for the Parish of Orleans, State Of
louisiana do hereby certify that the ABOVE
and foregoing Act of Incorporation OF thS
Sherman Bros. & Co., Inc, was this day
duly registered in my office in Book lZ@z
Folio -.
New Orleans, June :. 1918