The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-03
CHARTERS.


holders desiring 10 sell or dispose OF his
stock may sell the same TO such person or
perons as he may MT. All stock IN TINS
corporation, whether common or preferred
issued or to be issued, shall be suSlect 20
the provisions OF this article.
Article V.-The domicile Of this corporation
shall be in the City OF New orleans L.
where all meetigs OF the stockholders or
directors must be held PROVIDED tha' VII
the written consent OF all the directors, Valld
meetings Of the directors may be held out
side OF the State, or within The State else,
where than al its domiCIle. Citation sha4i
sence or disability, upon the First Wee
President. and in the absence or disaoiity
Of the latter, upon the Second Vice President
or upon the Secretary and Treasurer.
Article Vial the corporate powers Oh
This corporation shall be vested in and eNeT-
cised by a Board OF Directors, four IN mum
be- ali OF whom shall be stockholders, TO
be elected on the Third Monday IN JAhIaII
Of each year, commencing with me me mn. .L
Monday OF January in the year 1919 win
the understanding that the hrst BOARD OF
directors selected by the stockholders, ana
named in this charter, as well as the Vii
set Of officers. as hereinafter named sIa-'
hold Office until the third Monday OF an
nsE 1910 or until their successors have been
elected and have quallhed.
After the election OF said Board OF Direc-
tors, BY the holders OF the common stocH' d
herein provided, there shall be elected py
said directors from their own nuhoei, Wy -.
offcers Of this corporation which are as ioI-
lows: LIST: A President; End: A First wee
President; 5rd: A Second Niee-Presldeht,
4th: A Secretary and Treasurer when las'
two Offices shall be combined IN one PeIsGn'
and sid person shall also hold and exercise
the office and function OF General Manager
Of this Corporation.
The first Board OF Directors. and the ON
GERS OF this corporation, shall be the follow,
ing. and which said Board OF Directors ana
officers shall serve until the eIec'loH 900
held on the Third Monday OF January, lSIs'
or until their successors are elected, CHOSEN
and qualified. The addresses OF said dlrec-
tors and officers are set opposite theII re
spective names: Leon r. Scn"arlz' %
dent. address: OPS St. Charles Ave. y o.
Ia: Samuel Schwartz, ist Nice-President;
z6S5 St. Charles Ave. y. O., La; Edgar
Scrwartz. 2nd President; Lorraine
Apartments, y. O., La, Herbert J. SchwaTtz:,
Secretary and Treasure and Gen. Mgr.' OILS
s. Chaies Ave. New Orleans, La.
The Board OF Directors shall have the
right 10 fill all vacancies occurring N 'LeI'
number, whether resulting from DEATH res
ignation otherwise.
Article VII.-The annual meeting OF me
stockholders of this corporation foT Ihe
election OF directors shall be held on me
Third Monday OF January OF each year, com
mencing with the Thid Monday OF January
1912 until which time the ofteers and aiIee,
tors named in this charter shan continue
in Office, or until their successors have oeen
elected and qualified. The election Tor sara
directors shall be by ballot and inc ma
iority in amount of common stock, voting,
whether in person or by proxy, snail eIeCI
the Dersons for whom they are cost. Eacn
share of stock voted upon, TO be counted ior
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 10 preside az such cleo
ton ANY failure from any cause, whatso-
ever to elect directors on the day named Tor
that purpose shall not dissolve this corpora
ton. but the directors and officers then IN
are chosen and qualified.
The Board OF Directors shall have tull
power and authority 10 fill vacancies in their
number. caused by death. resignation or
thorized TO frame and adopt such bylaws,
rules and regulations the affairs and bus
mess OF the Company may require, and II
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 name and appoint
agents and employees as in its discretion
may seem mt and proper, as well to nix
the salaries and terms of employment OF the
officers, employees, clerks and assistants
Inc DOaTQ OF DlreCtOrS IS specially vested
with the power to acquire and purchase such
property or business, good will, or 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 they deem best,
and 10 pay therefor in the full paid common
or preferred capital stock OF this corporation
or otherwise. This power 10 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 II may see mt and as II deems
necessary for the purpose and interest OF
this corporation, upon such terms and condi-
tons and consideration ind price II may
see nj; and may exercise this power without
referring to the shareholders for authorize
ton. The persona 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, debts, of this corporation,
nor shall any mere nformality in its organ
ization, have the effect OF rendering this
to any liability beyond the unpaid balance
due on the stock owned by them.
Article IX.-The names and post-ofice ad-
dresses of the subscribers to these articles
of Incorporation and the number off shares
OF stock subscribed by each, are as fol-
lows:
Leon E. Schwartz 62lS 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 ].
Schwartz, 62l5 St. Charles Ave, 900 Common
shares; Edgar 6. Schwartz, 5000 ST. Chas.
Ave, 100 Common shares.
Article X.-All stockholders meetings, for
the election of Directors above stated,
shall be held after fifteen days written
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
ings shall be given in the manner prescribed
for stockholders meetings for the election of
directors, unless such notice is waived by
unanimous consent.
Article XI.-This charter may be amended.
altered or changed, at a special meeting OF
the common stockholders called for that pur-
pose,-notice of which is to be given in
ACCORDANCE with the provisions of this char
ter,-by the vote of two-thirds of all the COM
mon stock.
Article XII.-Whereas, the subscriptions Of
Leon E. 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-wit: Their in
terest in and TO certain merchandise, open
accounts and other assets belonging to said
firm, in accordance with the provisions of
Section of Act 267 of the Louisiana Leg
islature for the wear 1914 there is now an.