The herald., 1918-11-14
CHARTER
CHARTER OF B. ROSENBERG & SONS,
INC.

INC.
United States of America. State OF Louis
lana, Parish of Orleans, City OF New Orleans.
BE it known, That on this second day OF the
month OF October, in the year One Thousand
Nine Hundred and Eighteen, before me,
Charles Rosen. a Notary Public, duly com
and qualified, in and for the above
Parish, therein residing, and IN the presence
of the witnesses hereinafter named and un-
dersigned. personally came and appeared;
the several persons whose names are hereto
subscribed. who severally declared that avail
ing themselves OF the laws OF this State, re
lative to the organization OF corporations IN
such cases made and provided, they do here
by constitute themselves, their associates,
successors and assigns, corporation Tor the
objects and purposes, and under the condi-
tions and Stipulatons of the following ar
ticles which they hereby adopt as their char
ter to-wit:
said Corporation shall be b. Rosenberg q
Sons, Inc. 3 Its period OF duration shall
be ninety-nine years from this date 5
Said Corporation shall have for the pur'
poses of the business to be carried on by II
all the powers conferred by law upon cor.
porations, and shall generally exercise all
the powers necessary to carry on said bust
ness. Said Corporation shall have tull power
to contract sue and be sued in its corporate
name; to make and use a corporate SEAL and
the same to break or alter at pleasure to
hold, receive, purchase rent. or otherwise
acquire, and to convey, mortgage, hypothe
cate, lease, sell. pledge or otherwise dispose
of property real, personal and mixed; to IS
sue bonds notes. or other obligations; Ia
name and employ such managers, directors
officers, agents and other employees as the
interest and convenience of the corporation
may require; and to make and establish
such bylaws, rules and regulations Tor Inc
management and control of the business and
affairs of the corporation as may be deemed
necessary or proper.
ARTICLE Ill. The domicle Of the Cor
poration shall be in the City Of New Orleans
Parish of Orleans, State of louisiana.
All citation and legal process shall be SERVED
on the President, or in case OF his absence
upon the Secretary Treasurer.
ARTICLE I'LL. The objects and Pur
poses for which this Corporation is ORGANIZED
and the nature of the business to be carried
on by it are hereby declared to be: 10 con
duct the business of manufacturing, buylns
and selling boots, shoes and accessories II
this city or elsewhere, and to do any and al
things connected Herewith.
ARTICLE W, The capital stock ,,! Q
lion Five Hundred thousand (Sl.OO.oo0O
Dollars, consisting of Fifteen Thousand
Q5.OOM shares of the par value Of One Hun
dred Dollars (Sl00.O0) per share, which sai'
capital stock shall be divided as follows
3 One Million Seventy-five Thousand Isl,
O75 10000 Dollars thereof consisting of Tei
Thousand Seven Hundred Fifty QO75O
shares shall be common stock, and Four Hun
dred Twenty-Five Thousand (S425.OOO) Dol
lars. consisting Of -Four Thousand Two Hun
dred Fifty (4,25O) shares shall be preferre'
stock J. Said common stock shall b
divided into the following two classes: EIgh
Hundred Forty Seven Thousand, Five Hun
| dred Dollars (S847, $4,000. consisting of Eigh
Thousand Four Hundred Seventy Five IS,475
shares shall be designated as Glass "a Com
mon. and Two Hundred Twenty-Seyen Thou
sand Five Hundred Dollars (S227, 90
thereof, consisting of Two Thousand Tw
| Hundred Seventy-Five 2,279 shares, shal
preferred stock, subject to the provision
hereinafter contained. shall be divided int
| the following two classes: Two Hundre
| twenty-five Thousand Dollars CS25,O0O
thereof, consisting of Two Thousand Tw
Hundred Fifty (2,25O) shares, shall be desis
| mated as Class a. Preferred, and Tw
Hundred Thousand Cs2OO.OOO.OO) Dollars ther'
| of, consisting Of Two Thousand (2,0O0) share
shall be designated as Class "B'' Preferre'
S. All of said preferred stock, both Cla'
"A" aid Class "B" preferred, shall be Ell
titled by preference and priority, over a
of said Common stock, to dividends in eaC
and every year at the rate Of Seven q p'
cent? per cent per annum, payable out OF Il
profits or earned surplus, semi-annually {
| January End and July End of each year; sa
dividends shall be cumulative, limited
Seven per cent q per cent? per annum, al
no dividends shall be paid on or set asi'
for the common stock until all the divident
on the preferred stock shall have been full
paid Said preferred stock shall have
voting power so long as the dividends n
in default for more than one year; but whit
said dividends are not paid for more tn;
one year, then said stock shall have a Ill
voting power with the Common stock, tn
is, one vote for each share of stock, so lol
| as said default continues. In the event
the dissolution or liquidation of the &C
! poration. and in any distribution OF {
assets of said corporation, the par value
all the preferred stock, legally issued al
outstanding. shall be paid to the holde
thereof in full with all unpaid dividends b
fore any payment shall be made to the mol
ers of the common stock. 6. The holders
the common stock, both Class "A" and Cla
3D." shall be entitled, without priority &
one over the other, to all of the dividend
as and when declared out of the net profits
earned surplus, after the payment of Z
agreed dividends on the Preferred stock.
In the event, of the dissolution or liquid
ton of the corporation, in the distribution
the assets of said corporation among I
| stockholders, after the payment of the deb
of the corporation, and the payment in fl
of the par value of all the preferred sto
\ legally issued together with all accum
lated dividends thereon the entire balan
Of the assets Of said corporation shall
4 divided among the holders Of all the Co
4 mon stock, both Class "A' and Class e
K legally issued in proportion to their resp,
X tive holdings, without priority of the o
n class over the other. 8. All voting rigf