The herald. [volume] (New Orleans, La.) 1905-1953, 1918-02-07
December 2Sth, 1917.
CHARTER

DtCGnDtT ESLn, M.
CHARTER
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-frst 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-secoud: 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 are 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 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 nine 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 or 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
ulStions 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.
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 eject OF
Article III-The capital stock of this cor.
poration is hereby fixed at the sum of One
Million, Two Hundred Thousand Dollars
Isl, 2D,OOO), to be represented by Four Thou
sand $4,000 shares of preferred stock OF the
par value of One Hundred Dollars (Sl0O.00)
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 Director:
H. hall h. q
going concern and authorized to do business
as soon as fifty per cent 5000 of its author
lied capital shall be subscribed for, and a.
least fifty per cent (5O9o) of all stock 81
subscribed for, shall be paid for. The cap
ital stock of this corporation may be in
creased to the sum of Three Million Dollars
| (S30O0,00OO0). 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
/ ings of the Board of Directors thereof
| Article IV.-The other conditions, limta
tons and provisions under which the pre-
ferred stock shall be issued, are hereafte
enumerated:
The holders of preferred stock shall b.
! entitled TO receive out of the net profits o
| the corporation, a fixed dividend of sever
| 0%o( per cent, per annum payable annually
| tO-wit: On the first OF January in each ant
| every year, commencing with the first o
January, 1919. before any dividend can b.
paid or set aside on or for the common stool
for the period heretofore elapsed. The prin
cipal or par value of said preferred stock
with cumulative dividends thereon at sever
per cent per annum from date dividend
should have been paid, and arrears of in
terest on such dividends as hereinafte
| fixed, shall be paid in full out of the assets
of the company in preference to any of thu
common stock, in the event of liquidation
| of this corporation from any cause, and be
| fore any distribution can be made of tn,
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 hereir
provided, compounded annually, so that if
tor any period or periods the said dividends
are not paid, the right thereto shall
cumulate against the common stock; and al
arresrs OF such dividends so cumulated anC
interest thereon, as herein provided, must be
paid before dividends can be paid on the
common stock. The preferred stock shall no,
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, ir
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 (Sll5.00) dollars. per share, ir
addition 10 the cumulated dividends and in
terest thereon, if any, as hereinabove pro
vided for. Such retirement shall be at tn,
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 a
would produce an impairment of the capita
stock of this corporation the outstanding
common stock to be then worth no less thar
par. Such retirement or redemption Of pre-
| ferred stock, can only be effected on thirt,
| 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 o
| Directors. Upon such notice, all dividends
interest and arrears shall cease with respec
| TO such retired stock.
Preferred stock shall enjoy no voting pow
er; and no holders or owners of preferre
stock shall be entitled to any vote wit
respect to such preferred stock, in any o
the affairs of this corporation or meeting
of the stockholders or directors thereof, 0
otherwise.
In the event any holder or owner of stool
as well as his widow, estate or heirs, wheth
er of common or preferred, desires to sci
or dispose OF the same, such holder or owner
as well as his widow, estate or heirs, mus
| first tender such stock TO the Board Of Di
rectors of this corporation for purchase 70
period of thirty days, in writing, at tn
IL. 49,, 4. az. 49, L.. 4