The herald. [volume] (New Orleans, La.) 1905-1953, 1919-06-19
CHARTER


| of directors shall give immediate informa-
| tion thereof, in writing, to all the other stock
holders of record. Before the expiration Of
| the fifteen days from the receipt of said
| notice by the Board of Directors, any share
holder of record may offer to purchase, and
may acquire the right TO purchase said stock
| by notifying the Board of Directors in writ
| ing and thereafter shall deposit the price
| of said stock in cash with the corporation on
| or before fifteen days from the date last
| mentioned.
| Upon receipt OF the first mentioned no
| tice, the Board of Directors shall advise the
person owning said stock, his agent or rep
resentative, to join said board in fixing the
| value of said stock, which value shall be es,
| tabished on the basis OF the last annual
or semi annual statment or report OF the
| corporation and the last monthly trial bal,
ance preceding the date of such notice, and
| to the value thus found and established
there shall be added ten (l0c6) per cent, and
the sum thus found and established shall
constitute the value and price of said stock
If within twenty-four hours after such no
tice the owner, his agent or representative
does not Join with the board in establishing
the price or value of the stock the board
may proceed without further delay TO Tx
the said value. using the report and trial
balance aforesaid for that purpose, winch
writings are declared TO be conclusive evi,
dence for and against all parties in interest
in the premises, whether the value is estab-
lished by the joint act of the owner, his
agent, widow, heirs or representatives, or
by the Board of Directors acting in default
of the cooperation OF said person or persons:
Upon receipt OF the offer or acceptance OF
any shareholder TO purchase said stock and
upon obtaining guarantee satisfactory 70
said board for the price thereof, the Board
of Directors shall thereupon give notice
thereof to the owner of the stock, his agent
or representative, and before the expiration
of the period of fifteen days aforesaid, shall
call in the certificate or certificates repre-
senting such stock and pay the price or
value thereof and cause the same to he
transferred on the books TO the purchaser.
The preference option and right to purchase
heretofore vested by paragraph FIRST IN the
other shareholders shall exist IN tull force
and effect in their favor TO kacqulre the
shares Of stock OF the deceased stockhoider'
and the formaities and course OF procedure,
the terms, conditions, stipuations and delays
hereinabove established in said paragraph
shall apply in all respects to the procedure
TO be allowed in case of death. Immediate
ly upon receipt of INFORMATION of the death
Of any shareholder, it shall be the duty
of the Board of Directors to cause the nee,
essary steps TO be taken to carry out and
enforce these provisions.
The preference. option and night OF purchase
hereinabove establi shed shall run IN favor
of each shareholder of record for his .virile
share in proportion TO his existing holdings
in the stock, but should any shareholder
fail to exercise his right in this regard, his
right shall pass to and be absorbed by the
other shareholders, provided that the owner
his widow heirs or legal representatives, as
the case may be, shall not be obliged TO
deliver said stock unless the offers to pur-
chase the same shall include and cover the
entirety of the offerings under paragraph
first or all of the offerings under paragraph
second All certificates OF stock shall bear
upon their face brief reference to the
rights herein established in favor OF the
stockholders.
eL,11
be held liable or responsible for the con-
tracts faults or debts of said corporation,
nor shall any mere informality in its orgd-
nization have the effect of rendering this
charter null, or of exposing stockholder TO
any liability beyond the unpaid balance due
on the shares owned by him.
ARTICLE VIII.-Ths act of Incorporation
NAV be changed. modified or altered or this
corporation may be dissolved with the assent
of the stockholders owning two-thirds OF all
the stock of the corporation, at a general
meeting convened for that purpose, and after
at least ten days notice Of this meeting has
been given, in writing, through mail, ad-
dressed to each stakeholder, at his last
known place of residence In case OF dis
solution, by the expiration of this charter or
otherwise, the stockholders shall elect three
lioridators from among their number, TO Ii
quidate and settle the business and al
fairs of the company. In case OF dlsaolllty
of any one of said commissioners or llqul-
dators shall appoint a successor TO him. The
said liquidators shall have full power to
settle said conpanys debts, and divide the
remaining money and property among the
stockholders They shall also have power
to meet and act under the bylaws of the
corporation and under regulations to be made
by a majority of said liquidators; to Tx
the price and prescribe the terms OF sale OF
said property and the manner in which the
sale Shall be made, and to take notes, and
hop nv otherwise
part of the purchase price for all or any
part of said property, provided however, that
the rights herein conferred upon the llquida-
tors may be modified, changed or denied by
majority of the shares of the capital stock
of the corporation. The said liquidators
shall have authority to sue for and recover
the debts and property in the name OF the
corporation and may be sued by the same
name, and they shall be liable in solido to
any Creditor or stakeholder for the monies
and property to the corporation which shall
come into their hands or possession as Ii
quidators and for the proper application and
di stribution thereof.
ARTICLE IX-The entire capital stock OF
this corporation has been subscribed at the
time of the signing of this charter as toll
lows: Mrs Simon Segari, whose address is
24O2 S. Carrollton Avenue, New Orleans, La,
seven hundred and fifty shares; simon "A.
segar whose address is 10 oify n rafs NOW
five shares; and Joseph T. Segari. whose
address is 1921 Sycamore Street, New Or
leans, La, three hundred and seventy-five
shares. 1.
ARTICLE X.-Until the election to be
held in March, 1920. the following shall con-
stitute the first Board of Directors, viz: JOS
eph T. Segari, President; Mrs. Simon Segari'
Vice. President and Mr.. Simon A. Segari, Sec
rotary Treasurer. -
Thus done and passed in my office on the
day. month and year, first above written
in the presence of Joseph L. Weiss and
George A. Dreyfous. competent witnesses,
who have signed with the appearers and
me. the Notary. after reading the whole.
Witnesses: J. L. Weiss, Geo. A. Drey
fous. ~:
Original Signed Jos. T. Segari. Presi-
dent; Mrs. s. Segari, Vice-President; 5. A.
FELIX ]. DREYFOUS.
Notary Public.
I. the undersigned. Recorder of Mortgages
IN and for the Parish of Orleans, State OF
ouisana, do hereby certify that the above
and foregoing Act of Incorporation. of the
Sc Segari and Co.. Inc" was this day
inlv recorded in my office in Book l22S'
EMILE 7. LEONARD. by. R.
A true copy from me ORIGINAL act
FELIX ]. DREYFOCS:
IIssfNN