The herald., 1918-01-24

OF SCHWARTZ BROS. & CO., INC.
United States of America, State of Louisi-
ana, Parish of Orleans, City of New
Orleans.
Be it known, that on this thirty-first 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
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 are here
unto subscribed. who severally declared, that,
availng 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 stipulations, 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 mine years. from and after the date
| hereof, to contract, sue and be sued TO 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-
! pothecate, convey, sell, lease, pledge, mort
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, its business interest and
convenience may require; to make and es-
a VERn IN amend
time to time, such bylaws, rules and reg
ul&tions 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 rights and privileges and grants under
the laws of this State and more particularly
under Act 267 of the Louisiana Legislature
of 1914.
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
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,
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 ,10oOO0), to be represented by Four Thou
| sand $4,000 shares of preferred stock of the
par value of One Hundred Dollars (slO0.OO
each, and Eight Thousand 5000 shares of
common stock of the par value of One Hun
dred 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 soon as fifty per cent 5000 of its author
lied capitol shall be subscribed for and at
least fifty per cent (S0o6) of all stock so
subscribed for, shall be paid for The cap
creased to the sum of Three Million Dollars
C$3,OO,OOO.O0)- Both the Common and Pre-
terred 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
ings of the Board of Directors thereof.
Article IV-The other conditions, limita-
| tions and provisions under which the pre-
| ferred stock shall be issued, are hereafter
enumerated:
The holders of preferred stock shall be
entitled to receive out of the net profits of
the corporation, fixed dividend of seven
O4ol per cent, per annum payable annually,
to-wlt; On the hrst OF January in each and
January, 1919, before any dividend can be
paid or set aside 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
should have been paid, and arrears of in
terest such dividends as hereinafter
liked, shall be paid in full out of the assets
OF the company in preference to any of the
in he of H..
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 6o5
interest from their maturity date as herein
provided, compounded annually, so that if.
for any period or periods the said dividends
are not paid, the right thereto shall
arreSrs of such dividends so cumulated and
interest thereon, as herein provided, must be
paid before dividends can be paid on the
common stock; The preferred stock shall not
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
this charter-at the price of One Hundred
and fifteen (Sll5.0O dollars, per share in
addition to the cumulated dividends and in
terest thereon, il any, 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 case. shall such preferred
stock be retired under circumstances as
would produce an impairment of the capital
stock of this corporation the outstanding
common stock TO be then worth no less than
par. Such retirement or redemption of pre-
Nar~ a1 NAal L. -
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 OF
the affairs of this corporation or meetings
of the stockholders or directors thereof, or
otherwise.
In the event any holder or owner of stock,
as well as his widow, estate or heirs, wheth-
or dispose of the same, such holder or owner,
as well as his widow, estate or heirs, must
first tender such stock to the Board Of Di-
rectors of this corporation for purchase for
a period of thirty days, in writing, at the
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 or
reject the purchase of said stock, as it may
elect; and in the event the said Board shall
fail TO make said purchase within said pc