The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-10
CHAR TER
OF SCHWARTZ BROS. & &C


ana, Parish OF Orleans, City OF New
Orleans.
Be it known, that on this thirty-hrst day
of the month Of December, in the year OF
Our Lord, One Thousand, Nine Hundred and
Seventeen, and of the Independence OF the
United States of America, the one hundred
and forty second: before me, Theodore A.
Schuber, a Notary Public, in and for the
Parish of Orleans, State of Louisiana, duly
commissioned sworn and qualified, and in
the presence of the witnesses hereinafter
named and undersigned: Personally came and
appeared:
The several parties whose names here
unto subscribed, who severally declared, that,
availing themselves of the laws OF the State
of Louisiana, in such cases made and pro-
vided they have covenanted and agreed and
do, by these presents, covenant and agree,
and bind themselves, as well as all other
persons who may hereafter become associated
with them, to form a corporation, and body
polite, in nav, for the objects and purposes,
and under the articles and stpulations, fol-
lowing to-wit:
Article 1.-The name of this corporation
shall be Schwartz Bros. & Co., Inc; and
under its said corporate name, it shall have
power and authority to enjoy corporate ex-
istence and succession, for the full term of
ninety-nine years, from and after the date
hereof, TO contract sue and be sued, 10 make
and use a corporate seal, and to alter and
break the same at pleasure; to acquire, by
grant, gift or otherwise, hold, receive, hy-
gage and dispose of, property, real, personal
and mixed to issue negotiable bonds and
notes other evidences of debt, to name
and appoint such managers, agents, directors
and officers, as its business interest and
convenience may require; to make and es
tablish, as well as to alter and amend, from
time to time, such bylaws, rules and reg
ulations for the proper management of the
affairs of this corporation, as the same may
be necessary and proper; said corporation
shall have further power TO acquire, sell and
dispose of the capital stock in other corpo-
rations; and further enjoy and exercise all
the laws of this State and more particularly
under Act 267 of the Louisiana Legislature
of 1914.
Article 1.-THE objects and purposes for
which this corporation is organized, and the
nature of the business to be carried on by
it, are hereby declared to be:
To conduct and carry on the business OF
Wholesale dealers in dry goods, notions, fur
nishing goods and other articles, to take
over, acquire, succeed to, and conduct the
business and assets, and good will of the
firm of Schwartz Bros. & Co., of New Orleans,
La; and generally to purchase acquire, do
and transact any other business incidental
to or connected with the general objects of
this corporation as herein set forth, as the
Board of Directors may elect or determine.
Article III.-The capital stock of this cor
poration is hereby fixed at the sum of One
Million, Two Hundred Thousand Dollars
Isl, 10000, to be represented by Four Thou
sand $4,000 shares of preferred stock of the
par value of One Hundred Dollars $4,000
each, and Eight Thousand 5000 shares Of
common stock of the par value of One Hun
bred Dollars $4,000 each, payable at such
times and in such installments, and under
such conditions as the Board of Directors
may determine. This corporation shall be a
going concern and authorized to do business,
as fifty per cent 5000 of its author
| lied capital shall be subscribed for, and at
| least fifty per cent 5000 of all stock so
| subscribed for, shall be paid for. The cap
ital stock of this corporation may be in
| creased to the sum of Three Million Dollars
| ($3,OOO,0O0O0). Both the Common and Pre-
ferred stock of this corporation shall only
| be issued for cash, or for services rendered,
| merchandise, property or other valuable con-
| siderations, enuring to this corporation, &C.
cording to the exclusive judgment and find
ngs of the Board of Directors thereof.
| Article IV.-The other conditions, limitS-
| tons and provisions under which the pre-
ferred stock shall be issued, are hereafter
| enumerated
| TheU holders of preferred stock shall be
| entitled to receive out of the net profits OF
| the corporation a fixed dividend of seven
0Tol per cent, per annum payable annually,
| to-wit: On the first of January in each and
| every year, commencing with the first OF
1 January, 1919, before any dividend can be
paid or set aside on or for the common stock
for the period heretofore elapsed The prin-
/ cipal or par value of said preferred stock,
| with cumulative dividends thereon at seven
per cent per annum from date dividend
should have been paid, and arrears of in
terest on such dividends as hereinafter
| fixed. shall be paid in full out of the assets
| common Stock in the event of liquidation
| of this corporation from any cause, and be-
| fore any distribution can be made of the
| capital among the holders of the common
stock. The dividends upon the preferred
/ stock are to be cumulative, and bear go
| interest from their maturity date as herein
provided, compounded annually, that if,
| for any period or periods the said dividends
| are not paid, the right thereto shall
| cumulate against the common stock; and all
| arrears Of such dividends so cumulated and
| interest thereon, as herein provided, must be
paid before dividends can be paid on the
be entitled, however. to participate in any
| other earnings, dividends or profits. The
| right of the holders of preferred stock to be
| credited with dividends, shall commence from
| the date of actual payment of such stock.
| The Board of Directors shall have the right
and option of retiring the preferred stock, in
| whole or in part, at any time and from time
TO time,-after five years from the date OF
and fifteen tsllSOO) dollars, per share, in
addition to the cumulated dividends and in
| terest thereon, If any, as hereinabove pro-
| vided for. Such retirement shall be at the
option of the Board of Directors and shall
| be effected by payment out of the surplus
funds; and in no case, shall such preferred
| stock be retired under circumstances as
| would produce an impairment OF the capital
| stock Of this corporation the outstanding
4 common stock to be then worth no less than
/ par. Such retirement redemption of pre-
| ferred stock, can only be effected on thirty
| days previous notice in writing to the hold
| ers of preferred stock Of record, after draw
| ing by lot in the presence of the Board Of
| Directors. Upon such notice, all dividends
| interest and arrears shall cease with respect
to such retired stock.
| Preferred stock shall enjoy no voting pow
err; and no holders or owners of preferred
! stock shall be entitled to any vote with
respect to such preferred stock, in any o.
| the affairs Of this corporation or meeting:
| Of the stockholders or directors thereof, OF
otherwise.
| In the event any holder or owner of stock
| as we'll as his widow, estate or heirs, wheth
er of common preferred, desires to sell
| or dispose of the same, such holder OF owner
| as we'll as his widow, estate or heirs, mus
! first tender such stock to the Board OF Di
| rectors of this corporation for purchase ioi
a period Of thirty days, in writing, at tht
highest bona fde offer that he nay. be able
! TO obtain elsewhere for same, and DURING
such period of thirty days, the said Board
| shall have the exclusive right to accept oil
| reject the purchase of said stock, as II may
| elect; and in the event the said Board shall
fail to make said purchase within, said pc
Rod at the price offered, under the eondi
tions aforesaid. then and in that event, the
exclusive right to purchase at said price
shall pass to, be open to, and available &c
the stockholders, for like period OF thirty