The herald. [volume] (New Orleans, La.) 1905-1953, 1918-10-17

United States of America. State of Louis
lana, Parish OF Orleans, City of New Orleans
BE it known. That this second day of the
month of October. in the year One Thousand
Nine Hundred and Eighteen, before me,
Charles ROsen. a Notary Public. duly COM
missioned and qualified, in and for the above
Parish, therein residing and in the presence
Of the witnesses hereinafter named and I'M
dersigned. personally came and appeared;
the several persons whose names hereto
subscribed who severally declared that avail
ing themselves OF the laws of this State,
lative to the organization Of corporations in
such cases made and provided, they do here
by constitute themselves, their associates,
successors and assigns, a corporation for the
objects and purposes, and under the condi
tons and stipulations OF the following
ticles which they hereby adopt as their char
ARTICLE Ii. The name and title of
said Corporation shall be B. Rosenberg &
Sons, Inc. ?. Its period of duration shall
be ninety nine years from this date. 3.
Said Corporation shall have for the pur.
poses OF the business to be carried on by II
all the powers conferred by law upon cor
porations. and shall generally exercise all
the powers necessary TO carry said bust
ness. Said Corporation shall have full power
to contract. and be sued in its corporate
name; 10 make and use a corporate seal. and
the same to break or alter at pleasure to
hold, receive, purchase rent. or otherwise
acquire. and to convey, mortgage. hypothe-
cate, lease, sell, pledge otherwise dispose
oi property real. personal and mixed; to is
I sue bonds. notes. or other obligations; to
name and employ such managers. directors
officers, agents and other employees as the
/ interest and convenience OF the corporation
| may require; and to make and establish
! S-ch bylaws. rules and regulations for the
/ infringement and control OF the business and
/ affairs OF the corporation as may be deemed
| necessary or proper.
| ARTICLE Ill. The domicle Of the Cor
poration shall be in the City Of New Orleans.
| Parish Of Orleans, State of Louisiana. ,
| All citation and legal process shall be served
on the President, or in case Of his absence
| upon the Secretary-TreaSurer
| ARTICLE I'LL. The objects and pur-
poses for which this Cooperation is organized
| and the nature of the business TO be carried
on by it are hereby declared to be: To con-
duct the business of manufacturing. buying
| and selling. boots. shoes and accessories in
this city or elsewhere. and to do any and all
/ things connected herewith.
| ARTICLE W. The capital stock OF
| said Corporation is hereby fixed at One Mil
lion Five Hundred Thousand CSl.5oOOOO.OO)
| Dollars, consisting of Fifteen Thousand
Q5.Oo0) shares of the par value of One Hun
| capital stock shall be divided as follows
3 One Million Seventy-five Thousand ISL
"7500O0 Dollars thereof, consisting Of Ten
Thousand Seven Hundred Fifty QO750,
| shares shall be common stock, and Four Hun
dred twenty-five Thousand (S425.OOO) Dol
lars, consisting of Four Thousand Two Hun
1 dred Fifty (4250 shares shall be preferred
| stock. ). Said common stock shall be
divided into the following two classes: Eigh;
! Hundred Forty Seven Thousand. Five Hun
dred Dollars (SS47 5000. consisting of Eight
| Thousand Four Hundred Seventy Five (s.475>
shares shall be designated as Class "A" Com
mon. and Two Hundred Twenty Seven Thou
| sand Five Hundred Dollars (S227. $4,000
thereof. consisting of Two Thousand Two
| Hundred Seventy Five (2.275) shares. shall
be designated Class ''B" Common. 4. Said
preferred stock. subject to the provisions
hereinafter contained. shall be divided into
| the following two classes: Two Hundred
| Twenty Five Thousand Dollars (S225OOOO COZ
thereof, consisting Of Two Thousand Two
Hundred Fifty 0,25W shares. shall be desig-
mated as Class "A" Preferred. and Two
Hundred Thousand (S2OOOOOOO) Dollars there
of, consisting of Two Thousand 1000 shares
| shall be designated as Class "B" Preferred
) All OF said preferred stock, both Class
"A" and Class "B' preferred shall be en-.
titled by preference and priority, over all
Of said Common stock, to dividends in each
and every year at the rate of Seven q pei
cent? per cent per annum. payable out of the
profits or earned surplus sem-annually or
| January 2nd and July End of each year; said
dividends shall be cumulative, limited tC
Seven per cent q per cent? per annum, and
no dividends shall be paid on or set aside
for the common stock until all the dividend:
on the preferred stock shall have been fully
paid. Said preferred stock shall have M
voting power so long the dividends are moi
in default for more than one year; but wher
said dividends are not paid for more thar
one year, then said stock shall have a like
voting power with the Common stock, tina
is, one vote for each share of stock, so Ions
as said default continues. In the event o.
the dissolution or liquidation of the cor
por2tion. and in any distribution of III,
| assets OF said corporation, the par value o
all the preferred stock, legally issued anC
outstanding. shall be paid to the holder.
thereof in full with all unpaid dividends be
fore any payment shall be made to the hold
ers Of the common stock. g. The holders O
the common stock. both Class a. and Clas
"B," shall be entitled, without priority tht
one over the other. 70 all Of the dividends
as and when declared out of the net profits o.
| earned surplus, after the payment of thu
agreed dividends on the Preferred stock.
! In the event. Of the dissolution liquida
ton Of the corporation, in the distribution O
r the assets Of said corporation among th'
Stockholders. after the payment Of the debt
| n the cooperation. and the payment in ful
{ Of the par value of all the preferred stool
legally issued together with all accumu
lated dividends thereon the entire bala1c,
of the assets OF said corporation shall h
divided among the holders Of all the com
mon stock. both Glass "a" and Class "B,
legally issued, in proportion 10 their respec
tive holdings, without priority Of the ont
class over the other 8. Alf voting right
Of the CORPORATION Except as herein or other
wise provided shall be vested exclusively il