The herald. [volume] (New Orleans, La.) 1905-1953, 1918-10-24
CHARTERS
CHARTER OF B. ROSENBERG & SONS
INC

United States of America State of Louis.
| lana, Parish OF Orleans, City of New Orleans
he It known. That on this second day of the
month OF October. in the year One thousand
/ Nine Hundred and Eighteen. before me
| Charles Rosen. Notary Public duly com.
] mlSsioned and qualified in and for the above
fariSh' therein residing, and in the presence
I OF the witnesses hereinafter named and I'm.
| dersigned. personally came and appeared
( the several persons whose names are hereto
subscribed who severally declared that avail.
| ing themselves OF the laws of this State. re-
latIve to the organization of cOrDoratious j.,
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 ar
ucIes which they hereby adopt as their char
/ ter. to-wit:
| ARTICLE Ii. The name and title of
SAID Corporation shall be b. Rosenberg &
Sons Inc. Its period of duration shall
| De ninety-nine years from this date 3
Said Corporation shall have for the Dur.
poses Of the business TO be carried on by it
all the powers conferred by law upon cor
Porations, and shall generally exercise all
the powers necessary to carry on said bust
ness. Said Corporation shall have full power
to contract, sue and be sued in its corporate
name; to make and Use a corporate seal. and
the same TO break or alter at pleasure. to
hold, receive, purchase rent, or otherwi Sc
acquire, and to convey, mortgage. hypothe-
cate lease, sell, pledge or otherwise dispose
OF property real, personal and mixed; TO is
sue bonds, notes, or other obligations; TO
name name and employ such managers. directors,
oiiicers, agents and other EMPLOYEES as the
interest and convenience of the corporation
may require; and 10 make and establish
such bylaws, rules and regulations for the
management and control of the business and
affairs OF the corporation as may be deemed
ARTICLE Ill. The domicle of the Cor.
Poration shall be in the City of New Orleans
tarish OF Orleans, State of louisiana q
All citation and legal process shall be served
on the President, or in case of his absrnce
upon the Secretary -Treasurer
|. ARTICLE I'LL. The objects and DUR.
poses for which this Corporation is organized
on by it are hereby declared to be: To cor.
duct the business of manufacturing. buving
ana selling, boots, shoes and accessories in
tins city or elsewhere, and to do any and ali
things connected Herewith
ARTICLE W.. The capitaI stool, of
SAID Cooperation is hereby fixed at One Mil
lion Five Hundred Thousand Isl. soOOO0 m,
Dollars, consisting of Fifteen Thousand
Isgo2 shares OF the par value of One Hun
capital stock shall be divided as follows:
One Million Seventy-five Thousand (sI
M5O0OO Dollars thereof, consisting of Ter
l thousand nd >, Seven Hundred Fifty Go75OJ
dred Twenty-Five Thousand (s425OOO1 Dol
lars; consisting of Four Thousand Two Hun
dred Fifty (425O shares shall be preferred
S S. s. SAID common stock shall be
IiVlded INTO the following two classes: Eight
Hundred Forty Seven Thousand. Five Hun
dred Dollars 47,5OOOO. consisting of F;ebt
thousand Four Hundred Seventy.Fiv fS475l
Shares shall be designated as Glass "A" Com
mon mon and Two Hundred Twenty Seven Thou
sand Five Hundred Dollars (s227. 5OOO0l
thereof, consisting of Two Thousand Two
Hundred Seventy Five (2270 shares shall
be designated as Class ''B" Common, 4 said
preferred stock, subject to the provisions
tS fn contained; shall be divided into
twenty-five Thousand Dollars (s225,OOOOO
thereof, consisting of Two Thousand Two
hundred Fifty 2,250) shares, shall be desig.
mated mated as Class "A" Preferred, and Two
Of consisting of Two Thousand (2,OOO shares.
snail be designated as Class "B' Preferred
,. All Of said preferred stock, both Class
and Class "B" preferred, shall be en-
ottieu oy preference and priority, over all
OF SAID Common stock, to dividends in each
ana every year at the rate Of Seven q Der
cent? per cent per annum, PAYABLE out Of The
profits or earned surplus, semi-annually on
January End and July End of each year; said
dividends shall be cumulative, limited 70
Seven per cent q per cent? per annum and
no dividends shall be paid on or set aside
lot the common stock until all the dividends
on me preferred stock shall have been fully
Pdiu. SAID preferred stock shall have no
IN default for more than one year; but when
SAID dividends are not paid for more than
one year, then said stock shall have a like
voting power with the Common stock. that
u.s. one vote for each share of stock. so long
as said default continues. In the event of |
the dissolution or liquidation of the cor.
poration, and in any distribution of the |
assets OF said corporation. the par value Of
all the preferred stock, legally issued and
outstanding, shall be paid to the boIders
thereof in full with all unpaid dividends he |
lore any payment shall be made to the hold |
ers OF the common stock. g. The holders Of |
me common stock. both Class "a" and Class
b, shall be entitled, without priority the
Dne over the other, to all of the dividends |
as and when declared out Of the net profits or |
earned surplus, after the payment of the |
agreed dividends on the Preferred stool
In the event, of the dissolution or Gouida-
non OF the corporation, in the distribution of |
The assets Of saids corporation among the
after the payment of the debts
u the corporation, and the payment in full
u the par value of all the preferred stock
egaily issued together with all accumu-
ated dividends thereon the entire balance
u the assets of said corporation shall be
iivided among the holders of all the COM
non stock. both Class "A" and Class ar"
egally issued. in proportion to their respec-
i've holdings. without priority of the one
lass over the other. g. All voting rights
II the corporation Except as herein or other.
wise provided shall be vested exclusively in