The herald. [volume] (New Orleans, La.) 1905-1953, 1918-03-28
CHARTER


any and all products Of foreign countries
| or to sell f1reIn products on COMM sion
to conduct a general bakery and confecc-
/ uonery business; to conduct a saloon or
/ bar-roOm in connection Herewith. dealing
/ in wines. liquors and cigars at the option
| Of the board Of directors. :
The corporation is primarily formed and
| organized for the purpose OF taking over
the general grocery business OF the Progress
! Grocery Co, presently located az 1901 De
! catur street in this City, the said Progress
| Grocery Co., being a partnership composed Of
Gaetano DeMajo and Salvador Lupo; with
all and singular, the merchandise. fixtures.
| paraphernalia, live stock, equipment and
appurtenances. all a going concern, all
OF which property shall be taken in payment
OF stock subscribed for and appraised by the
Board Of Directors at the sum of Eleven
| Thousand and Six Hundred Dollars (SIl,-
6OOOO as set forth is detail as follows, to-
| wit:
Horse and Wagon ..-.-.... ..-.....-. 5 5000
| Store Fixtures .----.....--.-.------.-.-. l2l2O0
Merchandise: Stock in trade, gro
! Total value the sum OF ..... sll 10000
Article IV.-The capitar stock OF this cor
poration is hereby fixed at the sum of nj
teen thousand dollars, (Sl5OWOO. divided
into 80 shares of the par value of One
| Hundred dollars each. All shares of stock
! shall be fully paid and worcestershire when
| issued and shall be issued only for labor
| done. or property actually received. or money
to be paid at such times and in such amountsf
| as may be determined by the board of direc-
| tors. The stock OF this corporation shall be
| transferred III writing only and no transfer
| OF stock shall be binding upon the corpo-
| ration unless made upon its books and all
certificates of stock shall be signed by such
| officers may be designated by the board of
directors. This corporation shall have the
right in increase its capital stock to the
further sum of Fifty Thousand Dollars, TO
be divided into shares of One Hundred dol
lars each, provided such increase in the
capital stock shall have been authorized by
| two-thirds of the stockholders, at a meeting
to he held for that purpose after being duly
notified in writing No stock, however. shall
he transferred on the books nor shall any
stakeholder have the right to sell his stock
until ard unless he has first offered the
stock for sale to Company at the book value
thereof, and the company shall have the
right for ten days within which TO decide
whether it shall purchase the stock or not.
In the event of an increase of the capital
stock the additional shares shall he frs:
offered to the stockholders and if they should
decide to purchase the stock then each of
the stockholders at the time shall have the
right to participate in the purchase TO the
extent of the proportion of his holdings in
the Company.
Article V.-All the corporate powers of
this corporation shall be vested in and the
management and control of its affairs shall
be exercised by a board of directors com
posed of three stockholders. The first
board directors shall consist of Gaetano de
Majo. Salvador Lupo and Anthony Saladino.
all OF said directors being residents of the
City of New Orleans, Louisiana, of full age
of majority with Gaetano DeMajo as Pres
ident-tIeneral Manager, and Salvador Lupo
as Secretary Treasurer, VINO shall hold
their respective offices as Directors and Off
GERS until the second Monday in January,
1919 until their successors are elected
and quIlihed; and annually thereafter. the
stockholders shall elect from among their
number Board of Directors, consisting of
thraa MAJ a al oil he
by ballot. and each stakeholder shall be enti-
tied in person or by proxy, TO a vote for
every share standing in his name on the
books of the company. All elections shall
be held under such rules and regulations
as may be determined by the board of di
rectors and after fifteen days notice of such
election shall have been sent by mail to each
stakeholder at his last known address. The
directors then elected shall continue in
office for year, until their successors
shall have been duly elected and qualified
Any vacancy occurring on said Board shall
be piled by the remaining directors for the
unexpire1 term; the said board shall like
wise elect the additional members in case
they should determine to increase the num-
Der Of said board. The said Board of Direc
tors shall. at its first meeting after its cleo
tion nominate out of its number a president
a general manager and a secretary and treas
urer. Said board shall have the right to
consolidate any two of said officers into
one. segrcgate said officers. Two ~
transaction of all business. and the president
shall be entitled to one (D vote in all cases
The said Board of Directors shall make all
bylaws. rules and regulations for the gov
eminent of the business and affairs of this
company, and alter, amend and change same
at pleasure They shall have full power to
buy, sell, mortgage, lease. pawn and pledge
any and all property, real, versonal or mixed
whenever in their Judgment they may deem
such act necessary and proper. to issue or
authorize the issuance of obligations or
assume the same; to make all necessary
leases or sub-leases, contracts and agreements.
hire, employ and discharge all oyicers, clerks,
agents and employees and to FIX all salaries
and compensations; to open branches and
establish agencies, and to do all things
necessary for the conduct of the business in
places and communities outside the State
of Louisiana. The said Board shall have the
right to delegate any of its powers to any
officer or officers or agents of this corporation
and generally to do all things necessary for
The transaction OF the business and AFFAIRS
of this corporation, and employees shall
be considered employed by the year unless
contracted with in writing.
Article VI-This Act of Incorporation may
be changed. modified or amended, the
capital stock may be increased or decreased
by and with the consent of two-thirds Of
all the stock issued at a general meeting of
the stockholders called for that purpose.
Thirty days 900 previous notice of such
meeting shall have been published in one
Orleans, and copy of said notice mailed by
registered letter to each shareholder at his
last known address.
Article vino stakeholder of this cor
poration shall ever be held liable or respons-
ible for the faults or contracts Of this cor
poration in any further than the unpaid
balance due the cooperation on the shares
owned by him; shall any mere informality
in its organization have the effect of rem
dering this charter null, or Of exposing
stakeholder to any liability beyond the
amount of his unpaid stock
Article VIII.-Whenever this Corporation
may be dissolved by the expiration of this
Charter or otherwise, the stockholders shall
elect two (p) liquidators from among their
numbers at a general meeting Of the stock
holders held as herein provided. The liqui-
dators shall continue in Office until the full
liquidation Of the corporation, or in case Of
the death of either OF them, the remaining
liquidator shall continue said liquidation
until the shareholders shall see fit to elect a
successor to FIJI such vacancy
Article IX-Eleven thousand seven hundred
dollars (sll,7O.OO have been subscribed TO
the capital stock of this corporation, as fol-
lows:
Gaetano De Majo, 1240 ~ Claiborne Ave,
New Orleans La, So shares; Salvador Lupo.
l24o N. Claiborne Ave, New Orleans, La,
s. shares; Anthony Saladino. 1908 Bayou