The herald., 1918-10-31
CHARTERS

law and sJbJcc: to the provisions of this
charter To- Fifty per cent q" per cent
Of the total (Which need not, however. be of
each class Of the capital stock shall be sub.
sCri5cd before che filing of these articles ot
Incorporation. and Fifty per cent 80 per cent?
Of all stock subscribed for must be paid for
before the corporation engages IN business
and the remainder within Twelve ll1' months
thereafter; but all stock subscribed for may
be paid either in cash OF property actually
received by or Labor done 10y the corpora
ton in accordance with law. In payment Of
all or any portion Of said stock, ,als Corpo-
ration Is authorized 90 acquire and sake over
any existing business, and This corporation
shall hereafter have the right to acquire any
existing business or property and 20 issue
its stock or any portion thereof for the value
thereof in accordance with law. L. The
capital stock Of the corporation may be in
creased t. Two Million Five Hundred Thou
sand tS2So.WloD Dollars. that Is. the pre-
fcrrrd stock may be increased 20 Seven Hun
Of such increase in the preferred TO he
Class "B." and the common stock % One
Million Seven Hundred Fifty Thousand Dol
lars CSl,75Ooo00W, all of such increase IN
rate stock book, shall be kept frr c"ch Of
said Glasses of stock. and no trau,i.r Of
stock shall be binding on this corporation.
except when made uno0 its book, by the
surrender Of the outstanding certificate. and
It's proper endorsement by the owner or his
constituted agent or legal representative.
ARTICLE VI All the powers of this
corporation shall he vested in and exercised
by a Board Of three directors. elected by
The stockholders who are entitled % the
shall be held on the first Monday OF DC
tghcr Of each year. with the right of such
stockholders 20 increase the number 10 NOT
more than seven directors Each OF 'he dI-
rec;1rs shall own at least one share OF Com.
mon stock in. his own name. The first an.
nual meeting shall he held on the first Mon.
day OF October 1919. until which time the
officers and directors named in this charter
shall continue 70 act. and until their sue
ceSS0rs are elected and qualified. At each
annual meeting Of said stockholders. the said
stockholders shall elect MANY Of said di-
recturS as they shall desire. and should they
elect less than seven. the directors shall
have the power to increase their number 20
seven, by election at any meeting of the
Board Of Directors. , All vacancies in the
Board Of Directors may be filled by the re-
naming directors. Any director may be
| represented at any meeting by any other
stakeholder by written proxy. Immediately
after, soon as practicable after their
own election. the directors elected by the
stockholders shall elect a President. a Vice
| President and a Secretary-TreaSurer. The
! failure TO hold the annual meeting and elect
directors shall not affect this corporation nor
| impair its management, but the directors IN
| office shall continue until their successors
are elected. }. The officers OF this COR
| Lei q '
| President. and a Secretary Treasurer. but
| the stockholders or the directors may elec'
| such other officers. agents, ard employees
] as they deem proper, and may fix and deter
mine the power and duties thereof. !. The
| first Board Of Directors and officers Of this
| corporation and their post office addresses
are as follows: Abraham Rosenberg, 76l5
| St Charles Ave, New Orleans, La, Presi-
dent; Arthur Il. Berry, 224S Cambrenne St,
| New Orleans. La. Vice President: Nathan 5
| Orleans Ia.
| Secretary-Treasurer. 5. The office Of the
| Secretary Treasurer may at any time be
| divided by the stockholders or the Board OF
| Directors and in such event, the Secretary
need not be a member of the Board 9. The
| Board OF Directors may make, amend and
| repeal all bylaws for the regulation of the
| corporation not inconsistent with and sub
/ ject to such bylaws, rules and regulations
as may be made by the stockholders T.
| All elections by the stockholders shall be by
ballot at the office of the company in &C
cordance with such regulations as the Board
Of directors may determine, and at every
| such election, and at all meetings of the
stockholders, each registered share of the
stock entitled to vote at the date of sucl
meeting or election, shall be entitled to one
vote to be cast by the registered owner o
his agent representative by written proxy
ARTICLE VII. This act of incorpora
tion may be modified, changed or altered, o
said corporation may be dissolved with tn,
assent of wo-thirds of the capital stock out
| standing al a meeting OF the StOCkuOiutI
| convened for that purpose, and after tItteei
days written notice has been delivered II
person or given by letter mailed to the las
! known address of each stakeholder. The sal
notice may be waived by the unanimou
, | consent of all the stockholders. ?. In cas-
of the dissolution of the corporation its al
fairs shall be liquidated by one or more i
! quidatoTs elected by majority vote of tn
stockholders with such powers, compensation
, and duties as the stockholders may deter
mine.
ARTICLE VII-No stakeholder shall eve
, be held liable for the faults or contracts @
this corporation in any further sum than tn
unpaid balance due TO the corporation tn
shares subscribed by him, nor shall an
mere infOrmality have the effect of render
ing the charter null or of exposing an
, stakeholder to any liability beyond the vi
paid balance due on his stock.
: | ARTICLE VIII.-There is annexed t
, these articles of Incorporation, and to b
, read in connection Herewith. an accurate
detailed, and itemized description of tn
property as to amount location, extent, char
acter, and state of improvement, togethe
with a statement of its value as appraise
: by its directors, for the subscriptions to tn
5 capital stock of said corporation, consstin
{ of property.
ARTICLE IX.-The subscribers hereto hav
5 respectively written Opposite their name
: the amount of stock subscribed by them j
this corporation that this act of incorpC
| ration may also serve as the original sub
5 seription list OF the corporation, and the
have stated their post-office addresses, so a
E to conform with Act 267 of 1914.
! Thus done and passed at my office in tn
: City of New Orleans, State Of Louisiana, o
the day, month and year herein first abov
written. in the presence of James NJ. Di
. Ion and George Arthur Seaver, competer
! witnesses, of the full age of majority an
, residing in this city, who have hereunto sigr
: ed their with said appearers and mt
: Notary, after due reading of the whole.
: Original Signed Abraham Rosenber
e 76l5 St. Charles Ave, New Orleans, La, "a!
p shares, 545,OO0O0, Class "a" Common, p!
/. shares, S225,OOO.O, Class "A" Preferred, lO
Il shares. 100000. Class "B' Common. A
: thur X. Berry, 2248 Cambronne ST., New o
J. leans, La, IS shares, $500, Class "B'' Con
i mon. Nathan s. Cohen, 221 Peters Ave
o New Orleans, La, 10 shares, 10000 Oa
IS "B" Common. Witnesses: ]. NJ. Dillo
d G. A. Seaver. CHARLES ROSEN, Notar
e Public
i /. the undersigned. Recorder of Mortgage
d in and for the Parish Of Orleans, State
N Louisiana. do hereby certify that the abo
" and foregoing Act of Incorporation. of q
le B. Rosenberg & Sons. Inc, was this d.
le duly recorded in my office, in Book IL.
X Folio 497. New Orleans, Oct. 3rd, 1918.
id (SeaD