The herald., 1918-10-31
CHARTER


and all the rights, advantages and privileges
| granted by law to corporations, including
tne power to contract, sue and be sued in
its corporate name; to make and use cor
porate seal. and the same 10 break and
| after at pleasure; TO hold, receive, convey.
mortgage, hypothecate and pledge property'
| real and personal to issue bonds, notes and
other obligations; to have and employ man
| ayers directors, officers, agents and other
| employees as the interests and convent.
ehGe oil the corporation may require; TO make
| ana establish such committees and to create
such rules: regulations and bylaws for the
| cotpofauons management and control of the
| affairs OF the corporation as NAV be deemed
necessary and expedient
ARTICLE 1.-THE domicle of this cor
Porauon shall be in the City of New Or
! leans' state OF louisiana and citation and
other legal process shall be served upon
the President or, in his absence or inability
70 act from any cause whatever, upon. A
wee, TeSident OF the Secretary Treasurer.
AkllCLE lll.-The object and purposes of
this corporation are to manufacture com,
pound, prepare otherwise make liquid
soap solvents, polishes and cleaners IN sell
same either at wholesale or retail buy, sell
ana deal IN chemicals. chemical con1Douuds
and chemically prepared proprietary articles.
TO engage IN trade and commerce in all its
forms, shapes and phases; to have, hold. ac-
CURE, possess, sell, let, ALLEVIATE or trans
l.' any ana al offices, real estate buildings
ana machinery necessary for the conduct
oil the business; to have, hold. acquire nos
seSS, sell, let. ALLEVIATE or transier ia
marks, patents and patent rights or conv-
lgnis' privileges and inventions; TO hold
STOCK IN other corporations and bonds of the
same and Of the United States and of the
S'dte oil LOUISIANA, and generally TO do and
perform an things needful. necessary. proper
OF uSeiui tor the accompl shmeut of the pur
poses OF the corporation the whole !, The
State OF Louisiana, the states territories and
possessions OF the United States and in for
eign states and territories with the right 70
nave Offices and places of business and agents
same " ''SS
ARTICLE IV-The capital stock Of this
corporation is fixed at Fifty thousand do
lars (SaOOOO), divided into TWENTY-FIVE hun
dred shares Of the par value of Twenty (s2O
DoIIarS each, 10 be paid for in cash or in
services actually rendered or in property pur-
chased by the corporation. TWENTY-FIVE
thousand dollars (S25,OOO) of said stocL NAV
be used IN payment for the exclusive right
70 manufacture, compound otherwise make
the liquid soap solvent, known as Glas.GIos
according to the formula owned by Iouis A
hl9cN and protected by letters patent or COPY
right now pending in the Patent Office OF
the United States, together with the exclu-
Sive right to vend the same in the LATED
states, territories and possessions and in for
eign States and territories for period of
Two years from date hereof: the value of the
night so acquired and the option hereinafter
granted oeing hereby appraised for the sum
WNh's -AlNC NIlOu>dnu dollars (SZSlkDl. and
the Board of Directors is authorized 20 ac
CURE SAID rights from the said Louis a
Block and in payment therefor, TO issue GER
ticates OF stock for the amount of shares
equal TO the number of shares Subscribed
tor by other subscribers or stockholders and
thereafter in amounts so that he shall re-
celve, as shares of stock are subscribed for
oy others a certificate for shares equal in
NUMBER TO the shares so subscribed; and
the said Louis A. Block hereby grants an
exclusive option to the lessee to purchase
sald formula and all trade names trade
marks, copyrights and patents protecting said
formula or trade name at the expiration of
Two years from date hereof at a price To he
fixed and determined by a majority vote OF
the Board of Directors of said lessee after
giving full and fair consideration 70 the
value OF said formula may be evidenced
by the business and profits of said lessee
derived from the use of said formula during
said period OF two years. payable in capi. |
tai stock OF the lessee; should the price 50 |
determined be more than the unissued capt. |
tai STOCK OF the lessee, then this charter shall |
DC amended and the capital stock increased TO |
such sum as will enable the lessee (this com, I
pany) to acquire full ownership of said for. |
mula, and pay for same in stock The |
Tapita! stock may be increased to One Mil |
non tSlUO,UcOO) Dollars. The capital stock |
OF this corporation is issued and held under |
the irreyOcabe agreement, contract and con. |
dltions that no sale or transfer of the STOCK |
snail be recognized by the corporation un |
'SsS anu until IL snail have been first Offer- |
ed IN writing to the corporation at the book |
value thereof as shown by the last audit OF |
the books within six months of the offer for |
the use and benefit of other stockholders. who
are hereby granted the absolute first right |
and privilege TO purchase same at the price |
stated and to accept (Which shall be in writ |
lng) and pay therefor within thirty DAYS al |
ter such offer shall have been made. The |
right ana the rights conferred in this Article |
Of the Charter shall follow the stock into
whatever hands it may go. Failure Of the
holder or possessor of the certificate of stock
to produce or deliver same shall authorize
me corporation to receive in trust the price
Lhereoi' TO cancel such outstanding certifi-
,ates on the books of the corporation and is
sue new certificates therefor The stock So
purchased shall be divided among the re-
naming stockholders as may be desired bv
mem and IN default of agreement, in pro-
portion to their several holdings and upon
payment of the price thereof This CORPORA
ION shall be the agent of the stockholders
specially empowered through its Board of
Directors to enforce and carry out all of
ne foregoing provisions regarding stock in
his corporation
,ested by law this charter on corporations
hall be exercised by the Board of Directors
Il this corporation. including the right TO
manage. control and direct the affairs of
ms ms corporation the corporate policy, to sell
he corporation or to merge ii into another
and to take in payment of any
UGH sale or merger, cash, bonds, notes or
took OF the purchasing merging corpora
ION or of new corporation created for the
urpose without the necessity of referring
ither or any of said acts to the stockholders,
he Board of Directors of this corporation
hall be composed of five stockholders The
lrst board of Directors under this charter
hall be Louis A. Block, n. J. Barrois, NJ.
;. Smith, Hughes Fernandez and BENZ W.
herman, with Louis A. Block as President
!. j. Barrios as first Vice-President, Hughes
r Smith as Secretary-Treasurer; they shall
old office until the first Monday of Oc-
1ber, 1920, until their successors are elect
and qualified. OF the first Monday of
october, 1920, and annually thereafter an
lection shall be held by the stockholders
1r Board of Directors. Such election shall |
e preceded by fifteen days written notice
} the stockholders delivered in person or
ent by mail to the last address known to
I the office of the corporation at such hour
tockholder shall have been registered with
ne Secretary. The election shall be held
I the office of tn corporation at such hour
5 may be fixed by the incumbent Board of
directors and under the supervision of one
r more commi ssioners appointed by the
anne. In all elections for officers or direc- |
prs or both, the cumulative form of voting
took shall prevail and the five persons re-
Giving the highest number of votes cast
said election shall be declared elected
nd the Board of Directors thus elected
hall meet and organize as soon after said
lection as possible. A majority of the /
hole Board shall constitute a quorum, and
irectors absent unable to attend may au-
rorize Directors present TO represent them
y written proxy, filed with the Secretary