The herald., 1918-01-17
CHARTERS.

r5rnoratior. whether common or preferred,
issued or 20 be issued, shall be subject 70
the provisions Of This article.
Article V.-The domIclle Of this corporation
| shall be in the City Of New Orleans, L.,
where all neetigs OF the stockAo .ders or
! directors must be held provided that with
the written cousest OF al the directors VaLd
meetings Of the directors may be held out
side OF the State. or within the State else
xbere than az its dOmicile. Citation shall
| be served upon the President Or N ms ao-
se1ce or disability. upon the F!fst We
President, and IN the absence or Gisaois!ty
/ of the latter, upon the Second Elce-Presldent
J or upon the Secretary and Treasurer.
Article Wal the corporate powers OF
his corporation shall be vested n and eXer-
cised by7a Board of Directors, four n num-
b-- ali OF whom shall be stockholders, 10
| be elected on the Third Monday n January
| az each wear. commencing with the tAlrd
Monday. Of January IN the year ~ WI %
| The understanding that the hrst BOARD OF
directors selected by the stockholders, ana
rared in this charter, as well as the ma
set of officers. as herelndtte- named s1l4.'
hold Office until the third Monday OF an
nary 1919. Or until their successors nave o
elected and have qualIned-
After the election Of said Board OF Dtrec-
tors, BY the holders OF the common s;ocS' a.
herein provided. there shall De eIectel ~
said directors from their own nuHlOer, Us
ofhcers Of this corporation which are a. to.-
Ioyys. Isl: A President; Ind: FIRST wee
President; 5rd: A Second Nice-President,
an: A Secretary and Treasurer, wnIcn I4s'
TWO offices shall be combined IN one P-sG.,
ard sid person shall also hold and exercise
+ba once and function of General Manager
Of this Cooperation.
The first Board of Directors. and the Off
GERS of this corporation, shaIl Dc the Iol4O"
inz. and which said Board OF Directors and
officers shall serve until the election 20 o DC
held on the Third Monday Of January, w
o- until their successors are elected, ch0'en'
and qualified. The addresses Of said direc-
tors and officers are set opposite theiI re
spective names: Leon Z. Schwartz res
Srnt. address: 61l5 ST. Charles Ave, y o.
La: Samuel Schwartz, ist Nice-PresIaenS
763s St. Charles Ave, y. O, La; Edgar
5. schwartz 2nd Nice-PresIdent; Lorraine
AGREEMENTS, " O.. La, Herbert J. Schwartz.
Sec--tarv and Treasurer and Gen. Mgr, OILS
e Chaies Ave. New Orleans, La.
The Board Of Directors shall have the
right to I'LL all vacancies occurring IN tAeiE
number, whether resulting from uea-Il' 10
| izu-tion or otherwise.
Article vII.-The annual meeting OF the
stockholders of this corporation Tor the
election Of directors shall De held on tne
Third Monday Of January OF each year, com
meuciu9 with the Thid Monday OF January
1919. until which time the officers and diTec-
tors named in this charter shall continue
in Office or until their successors have oeen
elected and qualified. The election Tor sald
directors shall be by oaIlot ana lle
jorfty in amount OF common stock, voting,
whether in person or by proxy, SHAH eject
the persons for whom they are cost. Eacn
share Of stock voted upon, 70 be counted Tor
but one vote. said stock shall not De emit
tied 10 cumulative voting.
The Board Of Directors shall give az least
fifteen days notice by mail OF the election
Of said directors, and shall appoint one or
more stockholders 70 preside al sucn eIec-
zion. ANY failure from any cause, whatso-
ever TO elect directors on the day named for
that purpose shall not dissolve this corpora
ton, but the directors and officers then IN
oice. shall hold over until their successors
are chosen and qualified.
The Board of Directors shall have full
power and authority to I'LL vacancies IN their
number caused by death. resignation or
otherwise. The said board is further au-
thorized TO frame and adopt such bylaws,
rules and regulations as the affairs and bus
mess Of the Company may require, and II
may deem necessary, for the conducting and
management thereof, provided the same does
not conflict with this charter and the laws
OF the State OF Louisiana, and those of the
United States; to name and appoint mana
gers, TX their compensation and terms OF
employment, well a4me and appoint
agents and employees as in its discretion
may seem Mt and proper, as well as 10 TX
the salaries and terms Unemployment of the
officers, employees, clerks and assistants.
The Board OF Directors is specially vested
with the power to acquire and purchase such
these from individuals, firms, or other cor
poations as scid Board OF Directors may
deem advisable and proper, and az such
price and on such terms as they deem best,
and to pay therefor in the full paid common
or preferred capital stock of this corporation
or otherwise This power to purchase and
acquire TO be exercised by said Board with
out the necessity OF referring to the share
holders for authorizations.
The Board of Directors is specially vested
with the power TO lease, purchase, hold,
acquire, mortgage, cucumber and sell, such
real estate as it may see fl and as il deems
necessary tor the purpose and interest of
this corporation, upon such terms and condi-
tons and consideration and price as IL may
see Mt; and may exercise this power without
referring TO the shareholders for authorize
ton The personal interest of either stock
holders or directors, shall not disqualify them
or either OF them, IN any respect, from
dealing or contracting with the corporation,
IN any such matters, things otherwise.
Article NlII.-No stockholder shall ever
be held liable or responsible for the con-
tracts, faults, or debts, of this corporation,
nor shall any mere informality in It's organ
ration, have the effect of rendering this
70 any liability beyond the unpaid balance
due on the stock owned by them
Article IX-The names and post-ofice ad-
dresses OF the subscribers to these articles
of stock subscribed by each, are as fol-
lows:
Leon E. Schwartz, 621s St. Chas. Ave, 1000
preferred shares; Leon E Schwartz, 62l5 St.
mas. ave. T,OoD SndreS common; Samuel
Schwartz, 765S ST. Chas. Ave, 1000 shares
Preferred Samuel Schwartz. 1855 St Charles
Ave, 5000 shares Common; Herbert J..
Schwartz, 62l5 St. Charles Ave, 900 Common
shares; Edgar 5. Schwartz, 5000 St Chas.
Ave. 100 Common shares.
Article Kali stockholders meetings for
the election OF Directors as above stated
shall be held after fifteen days written no.
tice mailed to each stakeholder. Other stock
holders meetings may be held when ordered
by the Board of Directors, or when requested
by at least twenty-five per cent of the out
standing common stock Notice of all stock
holders meetings, other than adjourned meet
ings shall be given in the manner prescribed
Tor stockholders meetings for the election of
directors, unless such notice IS waived by
unanimous consent.
Article XI.-This charter may be amended
altered or changed, at a special meeting of
the common stockholders called for that pur-
pose,-notice Of which is to be given in
ACCORDANCE with the provisions of this char
ter,-oy the vote of two-thirds of all the COM
mon stock.
Article XII.-Whereas, the subscriptions OF
Leon Z. Schwartz, Samuel Schwartz and Her
bert ]. Schwartz to the Capital Stock of this
corporation consist in property to be trans
ferred 10 this corporation, to-wit: Their in
terest IN and to certain merchandise open
accounts and other assets belonging 70 said
hrm. in accordance with the provisions OF
Section Of Act 267 of the Louisiana Leg
islature for the year 1914, there is now an
nexed. to these articles of incorporation, and
10 be read in connection Herewith an accu-
rate, detailed and itemized description of