The herald., 1918-01-17
CHARTER


| OF SCHWARTZ BROS. & co, INC.
| United States of America, State of Lousi-
| ana. Parish OF Orleans, City OF New
| Orleans.
Be it known, that on this thirty-frst day
| OF the month Of December, IN the year or
| 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
| COMM ssiOned, sworn and qualified, and in
| the presence of the witnesses hereinafter
named and undersigned: Personally came and
1 appeared:
The several parties whose names are here
unto subscribed who severally declared, that,
| avaIlIug themselves OF the laws OF the State
| OF Louisiana, IN such cases made and pro-
vIded, they have coveuauted and agreed and
do, by these presents, covenant and agree
and bind themselves, well as all other
persons who may hereafter become associated
| with them. 70 form corporation, and body
polite, IN nav, for the objects and purposes
| and under the articles and stipulations, fol-
| lowing to-wit:
Article The name of this corporation
| shall be Schwartz Bros. & Co.. Inc; and
| under its said corporate name, IL 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, 20 make
and use a corporate seal, and TO alter and
| break the same at pleasure; 10 acquire by
| grant, git or otherwise, hold, receive, hy-
| pothecate, convey, sell, lease, pledge mort
| gage and dispose Of, property, real, personal
\ and mixed. 70 issue negotiable bonds and
/ notes other evidences of debt 10 name
| and appoint such managers, agents, directors
| and officers, as its business interest and
| convenience may require; TO make and es-
| taolIsh. as well as 70 alter and amend. from
time 70 time, such bylaws. rules and reg
/ ulatlons for the proper management "a the
| affairs OF this corporation, as the same1 may
be necessary and proper; said corporation
| shall have further power 10 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 26 of the Louisiana Legislature
Of 1914
Article H.-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
| uishIng goods and other articles, 70 take
over, acquire, succeed to, and conduct the
/ business and assets, and good will of the
| hrm Of Schwartz Bros. & Co, of New Orleans
/ La; and generally TO purchase acquire, do
| and transact any other business Incidental
i 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
| poration IS hereby fixed at the sum of One
i Thousand
| Sl-AD,OoO), 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
| 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
going concern and authorized to do business,
as soon as fifty per cent (50c5) Of its author
| lied capital shall be subscribed for, and at
/ least nifty per cent 500 of all stock so
subscribed for, shall be paid for. The cap
creased to the sum Of Three Million Dollars
| lS,OO,OOOOO). Both the Common and Pre-
/ terred stock Of this corporation shall only
De issued TOR cash, or for services rendered
merchandise, property or other valuable con-
| sideratlons, enuring TO this corporation, &C.
| cording 70 the exclusive Judgment and ind
ings OF the Board of Directors thereof.
| Article IV.-The other conditions, limitx-
tons and provisions under which the pre-
ferred stock shall be issued, are hereafter
| enumerated:
The holders of preferred stock shall be
| entitled 10 receive out of the net profits of
the corporation, a fixed dividend of seven
OPol per cent, per annum payable annually,
| to-wit: On the first OF January in each and
| every year, commencing with the first of
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 az seven
per cent per annum from date dividend
should have been paid, and arrears of in
| terest such dividends as hereinafter
| fixed, shall be paid in full out of the assets
| OF the company in preference to any of the
common stock, in the event of liquidation
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 SO
interest from their maturity date as herein
provided, compounded annually, so that IT,
tor 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 cunulated and
interest thereon, as herein provided. must be
paid before dividends can be paid on the
common stock The preferred stock shall not
be entitled, however, to participate in any
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
70 time.-after 1--WE years from the date of
this eharter-at the price of One Hundred
and fifteen (silS.OO dollars, per share. in
addition to the eumulated dividends and in
terest thereon. II 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
IundSs ana IN no case. snail such preferred
stock be retired under circumstances as
would produce 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-
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 DOW
er; and no holders or owners of preferred
stock shall be entitled to any vote with
respect 70 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
well his widow, estate or heirs, wheth-
er Of common or preferred, desires TO sell
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
highest bona hde 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 10 accept or
reject the purchase Of said stock. as IL NAV
elect; and in the event the said Board shall
fail TO make said purchase within said pc
rod at the price offered. under the condi-
tons aforesaid. then and in that event, the
exclusive right TO purchase at said price
shall pass to, be open to, and available to