The herald., 1918-07-25
AMENDMENT TO CHARTER OF
II. T, GOTHAM & CO., LTD.

AMENDMENT TO CHARTER OF
H. T. GOTHAM & CO., LTD.
United States Of America. State Of Louis
lana, Parish of Orleans, City Of New
Orleans:
Be it known. That on this First day Of the
month OF July in the year OF our, Lord, one
thousand nine hundred and eighteen and
Of the Independence of the United States Of
America, the one hundred and forty second
Before me, Henry Z. Dart, Jr., Notary Pub
lie, duly commissioned and qualified, IN
and for this City and the Parish OF Orleans,
therein residing and in the presence Of the
witnesses hereinafter and undersi signed, per
sonally came and appeared the persons whose
names are hereuntO subscribed, who declared
that they all OF age and residents OF the
City Of New Orleans, and stockholders OF
Ii. 7. Gotham Co., Ltd, and as such stock
holders own and possess between them the
entire capital stock of said Corporation is
sued and outstanding, VIZ, Ten Thousand
Shares of One Hundred Dollars each, amount
ing to One Million Dollars;
That a meeting Of the stockholders OF said
Corporation was duly held at the office Of
the same in New Orleans, July, 1918
That at said meeting the said stockholders
adopted amendments to the charter thereof,
making certain changes and alterations in
the same.
That appearers have coaie before me, No
tary, to preserve and eulbody in due legal
shape the said action OF the stockholders, as
will appear from a certified copy Of the Reso-
buttons adopted at said meeting annexed to
this Act
That said corporation was created under
the laws Of Louisiana by act before Benia-
min +. Choate, late Notary Public of the
Parish Of Orleans, August II, 1892, recorded
in the Mortgage Office Of said Parish in
Book 444. Folio $50.
And said appearers accordingly declare that
they have appeared before me, Notary, under
the authorization aforesaid for the purpose
OF embodying in proper and authentic shape
Of
ers Of II. t. Gotham & Co., Ltd,
IhereupOn, said appearers say and declare
that at the meeting OF the stockholders afore-
said the charter of II. I. Gotham K Co., Ltd
was changed, altered. amended and modi-
fled to read hereinafter set out.
That Article l is amended 10 read as fol-
lows:
ARTICLE 1.-The name and title of this
Corporation shall be II. T. Gotham x Co.,
Inc, and under its corporate name il shall
have and enjoy existence and succession for
the term of one hundred years from this
date. and all the rights, advantages and privi-
leges granted by law to corporations, includ-
ing power to contract, sue and be sued in
its corporate name; 10 make and use a cor
porate seal, and the same to break and alter
at pleasure; to hold. receive, purchase, con-
vey, mortgage. hypothecate and pledge prop
erty, real and personals; to issue bonds
notes and other obligations; to have and
employ managers directors, officers, agents
and other employees, as the interests and
conveniences of the corporation may require;
and TO make and establish such committees
and to create such bylaws, rules and regu-
lations for the corporate management and
for control of the affairs of said corporation
may be deemed necessary and expedient
The domicile of the corporation shall be
the City of New Orleans, State of Louisiana,
citation and other legal process shall be
served the President, or in his absence or
inability to act from any cause whatsoever,
upon Vice-President, or the Secretary.
Treasurer.
That Article III is amended to read as fol-
lows:
ARTICLE 1.-THE objects and purposes of
this corporation are to engage in trade and
commerce in all its forms. shapes and phases;
to import and export; to deal and operate
at wholesale and retail, principal, agent,
on commission or otherwise; to sell proven
les. food, feed stuffs, liquors, fish. oysters;
fruits, vegetables, syrups and beverages, and,
IN brief, to produce, acquire, handle, trade
IN and sell all goods, wares, and merchan-
disc OF every description; to acquire the
good will or business of other persons or
eorporations; to have, hold, acquire. possess,
sell, let, ALLEVIATE or transfer trade marks
and patents and patent rights, privileges and
inventions; to hold stock in other corpora
tons, and bonds of the same and of the
State of Louisiana and the United States,
and generally TO do and perform all things
needfui, necessary, proper or useful for the
accomplishment of the purposes of the cor
poration. the whole in the State of Louis
lana. the States, Territories, and Possessions
of the United States, and in foreign States
and Territories, with the right to have Of
tices and places of business and agents and
representatives in any and all of the same
That Article III is amended to read as
follows
ARTICLE IIL-The Capital Stock of this
Corporation is fixed at One Million Dollars
divided into ten thousand shares of the par
value OF One Hundred Dollars each, the
whole of which was duly issued under the
original charter and under an increase of the
capital duly authorized by the stockholders
and hereby ratified and confirmed.
The Capital Stock may be increased to
Two Million Dollars.
The Capital Stock of this CORPORATION is
issued and held under the irrevocable agree
ment, contract and condition that the holders
OF the majority of the stock now or hereafter
issued and outstanding may at all times
during the life of this Charter acquire and
purchase the share or shares held BY the
minority. stockholders or by any individual
holder thereof at the price of One Hundred
Dollars per share, to which shall be added
to pro rata share of said stock in the Sur
plus Account, and Undivided Profit Ac-
count Of the Corporation as shown by the
last audit, which shall be the book value
OF the stock and the sole and only evidence
to be considered. The Surplus and Undi-
vided Profits may be kept in one or sepa-
rate accounts. The pro rata of each share
of stock shall be estimated by dividing the
total number of shares issued and oustand-
ing into the balance to the credit of said
Account or Accounts. The sum thus ascer-
tanned plus the sum of One Hundred Dol
lars aforesaid shall be the total value and
price of said stock; all of which amounts
shall be payable in cash within thirty days
after written notification of the exercise OF
this privilege. The stock shall be taken
and the books of the Corporation shall be
audited as of January LIST and July LIST OF
each year and as soon as possible after the
expiration of said date NJ sale or trans.
fer of the stock shall be recognized by the
Corporation unless and until it shall have
been first offered in writing to the Corpo-
ration at the price fixed in the preceding
paragraph for the use and benefit of other
stockholders. who are hereby granted the
absolute first right and privilege to purchase
same at the price stated and to accept (Which
shall be in writing) and pay therefor within
thirty days after such offer shall have been
made. The right and the rights conferred
in this Article of the Charter shall follow
the stock into whatever hands it may 60
Failure of the holder or possessor OF the
certificate of stock to produce or deliver
same shall authorize the Corporation to re-
ceive in trust the price thereof, to cancel
such outstanding certificates on the books
OF the Cooperation and issue new certificates
therefor. The stock so purchased shall be
divided among the remaining stockholders
as may be desired by them, and in default
OF agreement, in proportion to their several
holdings and upon payment of the price
thereof.
Upon the death of Mr. IT, Thorn Gotham,
while owning or holding Fifty-one per cent
OF the entire stock issued and outstanding,
the business of the Corporation shall continue
and the holdings Of III. Thorn Gotham shall