The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-31
(SignedD EMILE J. LEONARD, by. r.
CHARLES ROSEN, Notary Public.
Ian } 10 II y 81 Feb
December 2Sth, 1917.
CHAPTER
az SCHWARTZ EROS. B

OF SCHWARTZ BROS. & CO, INC. i
United States OF America, State OF Louisl-
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-second: before me, Theodore A
Schuber, a Notary Public, in and for the
Parish of Orleans, State OF Louisiana, duly
commissioned, sworn and 4ualihed and III
the presence of the witnesses hereinafter
named and undersigned: Personally came and
appeared:
The several parties whose names are here
unto subscribed. who severally dec Jared, 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 otheT
persons who may hereafter become associated
with them, to form a corporation, and body
polite in nav, for the objects and purposes,
and under the articles and stipulauons, fol-
lowing to-wit:
Article 1.-The name of this corporation
shall be Schwartz Bros. Co.. Inc. and
under its said corporate name, 1t shall nave
power and authority to enjoy corporate ex.
istence and succession, for the tul term OF
ninety-nine years, from and after the date
hereof, TO contract, 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 ny
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 ana
convenience may require; to make and es-
tablsh, as well as to alter and amend, from
! time to time such bylaws, rules and reg
| ulations 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 an
the rights and privileges and grants under
the laws of this State and more particularly
under Act 267 OF the Louisiana Legislature
| Article 1.-THE objects and purposes for
! which this corporation is organized, and the
| nature of the business to be Carried on Oy
| H. are hereby declared to be:
i To conduct and carry on the business oil
! wholesale dealers in dry goods, notions, 1ur-
| nishing goods and other articles, to take
over, acquire succeed TO- and eo con- n, me
firm Of Schwartz Bros. & Co., of New Orleans
La; and generally TO purchase acquire, DC
; and transact any other business incIdenta
to or connected with the general OBJECTS o
this corporation as herein set forth, as th'
! Board Of Directors may elect or determine
: Article III.-The capital stock of this cor
; poration is hereby fixed az the sum OF On'
! Million. Two Hundred Thousand Dollar
81. 300 OOOl to be represented by Four Thou
T, sind (4OOO shares of preferred stock OF IN
E par value of One Hundred Dollars (SlOOOO
= each and Eight Thousand $4,000 shares o
! common stock OF the par value OF One nun
2 dred Dollars $4,000 EACH payable at sue
j times and in such installments, and unde
e such conditions as the Board OF Director
: may determine. This corporation shall be
going concern and authorized to do business
: as soon as fifty per cent (5O9o) OF its author
{ ;xaJ Il al he Subscribed
# least fifty per cent (50G5) of all stock
subscribed for, shall be paid for. The cal
n ital stock of this corporation may be II
s. creased to the sum of Three Million Dollar
S, $500. OOOOO. Both the Common and Pr
!. ferred stock of this corporation shall onl
ID be issued for cash, or for services rendere
t. merchandise, property or other valuable col
r, siderations, enuring to this corporation, a
h cording to the exclusive judgment and mn
ings of the Board of Directors thereof.
ID Article IV.-The other conditions, limit
IN tions and provisions under which the pr
I. ferred stock shall be issued, are hereaft
al enumerated:
tn The holders of preferred stock shall
C. entitled to receive out of the net profits
er the corporation, a fixed dividend of sew
1E (7Go) per cent, per annum payable annual
II, to-wit: On the first of January in each al
y every year, commencing with the first
January, 1919 before any dividend can
er paid or set aside on or for the common sto
,ir for the period heretofore elapsed. The pri
u with cumulative dividends thereon at sew,
per cent per annum from date dividei
Ii should have been paid, and arrears of
e. terest on such dividends as hereinaft
fixed, shall be paid in full out OF the asse
be OF the company in preference to any OF I
C. common stock, in the event of llquidati'
of of this corporation from any cause, and B
he fore any distribution can be made OF q
I'd capital among the holders of the comm
be stock. The dividends upon the preferr
* stock are to be cumulative, and bear g.
III interest from their maturity date as here
e, provided compounded annually, so that
ID for any period or periods the said dividen
IN are not paid, the right thereto sha
s, cumulate against the common stock; and q
ch arrears OF such dividends so cumulated al
BY interest thereon, as herein provided, must
s paid before dividends can be paid on {
or common stock. The preferred stock shall n
st be entitled. however. to participate in al
other earnings, dividends profits. i
rs right of the holders of preferred stock 10
ne credited with dividends, shall commence fro
IN the date of actual payment of such stock
RS The Board of Directors shall have the rig
ar and option of retiring the preferred stock,
ne whole or in part, at any time and from til
mt to time,-after five years from the date
m this charter-at the price of One Hundr
k and fifteen (Sll5.00 dollars, per share,
rs addition to the cumulated dividends and
I'm terest thereon, if any, as herenabove p
vided for. Such retirement shall be az
es option of the Board of Directors and sh
ne GUeCtcu Ol payment out Ol INC SUI y
]. funds; and in no case. shall such PREFER
on stock be retired under circumstances
RS would produce an impairment OF the CAPT
Try stock of this corporation the outstand
aid common stock TO be then worth no less Il
lsh par. Such retirement or redemption of ?
OF ferred stock, can only be effected on thi
= days previous notice in writing TO the he
OF. ers of preferred stock of record. after DR.;
OF ing by lot in the presence of the Board
rst Directors. Upon such notice, all divider
OF interest and arrears shall cease with RESP
Ter' to such retired stock.
nc. Preferred stock shall enjoy no voting p
80. err; and no holders or owners of prefer
mt stock shall be entitled to any vote v
respect TO such preferred stock, in any
w the affairs Of this corporation or meeti
~ of the stockholders or directors thereof.
otherwise.
In the event any holder or owner of ST
,lic as well as his widow, estate or heirs, VIII
ges, er of common or preferred, desires to
of or dispose of the same, such holder or ow
owe as we'll as his widow, estate or heirs, n
aza first tender such stock to the Board of
re- rectors of this corporation for purchase
: a period of thirty days, in writing, at
highest bona fde offer that he my be I
- 20 oh.air elsewhere for same. and dui