The herald., 1918-01-24
CHARTERS.


| corporation, whether common or preferred,
issued or to be issued, shall be subject 10
the provisions of this article.
Article V.-The domicile of this corporation
shall be in the City of New Orleans, Id,
where all meetigs of the stockholders or
| directors must be held, provided that with
the written consent of all the directors, Vald
meetings of the directors may be held out
| side of the State, or within the State else
where than at its domicile. Citation shall
| be served upon the President or in his alb
sence or disability, upon the FIRST vice
President, and in the absence or disaolilty
or upon the Secretary and Treasurer.
| Article VI.-All the corporate powers OF
| this corporation shall be vested IN and exer-
! cised by a Board OF Directors, tour IN NUM-
be elected on the Third Monday in January
| of each year, commencing with the third
Monday of January in the year 1917, with
the understanding that the hrst board OF
| directors selected by the stockholders, ana
named in this charter, as well as the hrSt
| set of officers, as hereinafter named, shall
hold office until the third Monday OF Jam
nary, 1919. or until their successors nave oeeh
elected and have qualified.
After the election of said Board of Direc-
tors. bv the holders of the common stock, as
herein provided, there shall be elected by
| said directors from their own NUMBER the
officers of this corporation which are as fol'
| lows. LIST: A President; End: First VICE
President. 3rd: A Second Vice-President;
! 4th; A Secretary and Treasurer, which last
| two offices shall be combined in one person,
and said person shall also hold and exercise
the office and function OF General Manager
of this Corporation.
The first Board of Directors, and the Off
GERS OF this corporation, shall be the follow
| ing. and which said Board of Directors and
officers shall serve until the election 10 De
held on the Third Monday OF January, 1917,
! or until their successors are elected, chosen,
4 he aIHrRGGRE SAID
tors and officers are set opposite their re-
spective names Leon f. Schwartz, Presi-
dent, address: CPS St. Charles Ave, n; o.
La; Samuel Schwartz Ist -PresI Fdgsi
S. Schwartz. 2nd Vice-President; Lorraine
Apartments, n. O., La, Herbert J. Schwartz.
| Secretary and Treasurer and Gen. Mgr, OILS
ST. Chales Ave, New Orleans, La 49,.
| The Board of Directors shall have the
| right to fill all vacancies occurring IN their
number. whether resulting from death, res
| ign&tOn otherwise.
Article VII-The annual meeting of the
stockholders of this corporation for the
! election of directors shall be held the
Third Monday of January of each year, COM
| mencng with the Thid Monday of January,
! 1919, until which time the officers and direc-
tors named in this charter shall continue
| in office, or until their successors have been
elected and qualified. The election for said
directors shall be by ballot, and the ma
| jority in amount of common stock, voting,
whether in person or by proxy, shall elect
the persons for whom they are cost. Each
share of stock voted upon, to be counted for
but one vote. Said stock shall not be enti-
| tied to cumulative voting.
The Board of Directors shall give at least
fifteen days notice by mail of the election
of said directors, and shall appoint one or
more stockholders to preside at such cleo
ton. Any failure from any cause, whatso-
ever TO elect directors on the day named for
that purpose shall not dissolve this corpora
ton, but the directors and officers then in
office, shall hold over until their successors
are chosen and qualified.
The Board of Directors shall have full
power and authority to fill vacancies in their
number, caused by death, resignation or
otherwise. The said board is further au-
thorized to frame and adopt such bylaws,
rules and regulations as the affairs and bus
mess of the Company may require, and it
may deem necessary, for the conducting and
management thereof, provided the same does
not conflict with this charter and the laws
of the State of Louisiana, and those of the
United States; to name and appoint mana
gers, nix their compensation and terms of
| employment, as well as and appoint
agents and employees as in its discretion
may seem fit and proper, as well as TO fix
the salaries and terms of employment of the
officers, employees, clerks and assistants.
The Board of Directors is specially vested
with the power to acquire and purchase such
property or business, or good will, all of
these from individuals, firms, or other cor
poations as said Board of Directors may
deem advisable and proper, and at such
price and on such terms as they deem best,
and to pay therefor in the full paid common
or preferred capital stock of this corporation
or otherwise. This power to purchase and
acquire to be exercised by said Board with
out the necessity of referring to the share
holders for authorizations
The Board of Directors is specially vested
with the power to lease, purchase, hold,
acquire, mortgage, cucumber and sell, such
real estate as 1t may see fit and as it deems
necessary for the purpose and interest of
this corporation, upon such terms and condi-
tons and consideration and price as it may
see mt; and may exercise this power without
referring to the shareholders for authorize
ton. The personal interest of either stock
holders or directors, shall not disqualify them
or either of them, in any respect. from
dealing or contracting with the corporation,
IN any such matters, things or otherwise
Article VIII.-No stakeholder shall ever
be held liable or responsible for the con.
tracts, faults, or debts, of this corporation,
nor shall any mere informaity in its organ
ization, have the. effect of rendering this
charter null, or of exposing its Shareholders
to any liability beyond the unpaid balance
due on the stock owned by them.
Article lX:-The names and post-offce ad-
dresses OF the subscribers to these articles
OF incorporation and the number off shares
lows:
Leon E. Schwartz 621s ST. Chas. Ave. 1000
preferred shares; Leon E. Schwartz, 62l5 ST.
Chas. Ave, 1900 shares common; Samuel
Schwartz, 7635 St. Chas. Ave, 1000 shares
preferred; Samuel Schwartz, 7635 St. Charles
Ave-, 5000 shares Common; Herbert 7
Schwartz, 6215 St. Charles Ave, 900 Common
shares; Edgar s. Schwartz, 5000 ST. Chas
Ave, 100 Common shares.
Article X.-All stockholders meetings, for
the election of Directors as above stated
shall be held after fifteen days written no.
tice mailed to each stakeholder. Other stock
holders meetings may be held when ordered
by the Board of Directors or when requested
by at least twenty-five per cent of the out
standing common stock. Notice of all stock
holders meetings, other than adjourned meet
lngs shall be given in the manner prescribed
tor stockholders meetings for the election of
directors, unless such notice is waived by
unanimous consent.
Article XI.-Ths charter may be amended,
altered or changed, at a special meeting of
pose,-notice of which is to be given in
accorance with the provisions of this char
ter,-by the vote of two-thirds of all the COM
mon stock
Article X1I.-Whereas, the subscriptions of
Leon L. Schwartz, Samuel Schwartz and Her
bert J. Schwartz to the Capital Stock of this
corporation consist In property to be trans
ferred to this corporation, to-wt: Their in
terest in and to certain merchandise open
accounts and other assets belonging to said
hrm in accordance with the provisions of
Section 3 of Act 267 of the Louisiana Leg
islature for the year 1914, there is now an
nexed, to these articles of incorporation, and
to be read in connection Herewith an accu-
rate, detailed and itemized description of
such property, as to amount, location, extent,
character and state of inoroveuen, +oga+ba,