The herald., 1919-11-27

4 true copy.
(Seal.) SCOTT Z. BEER,
Notary Public.
New Orleans, La, November 18th, 1918
Nov. 13-Dec. Is.
CHARTER OF CRESCENT DRUG AMI
MANUFACTURING COMPANY, INC
United States of America, State of Lou.
lsiana, Parish of Orleans, City of New
Orleans. Be it known, that on this
twelfth day of the month of November. in
the year of Our Lord one thousand, nine
hundred and nineteen and of the indie
pendence of the United States of America
the one hundred and forty fourth. before
me, William Ardill, a notary public, duly
commissioned and qualified, in and for
the City of New Orleans, Parish of Or
leans, therein residing and in the pres
ence of the witnesses hereinafter named
and Undersigned, personally came and ap-
peared the several parties whose names
are hereto subscribed. all of the full age
Of majority and residents of this city,
who severally declared that availing them
selves of the laws of the State of Louis
lana, and especially of Act 267 of 1914, in
such cases made and provided, they have
formed and organized, and by these pres
ents do form and organize themselves
into a corporation for the objects and pur-
poses and under the stipulations and
agreements hereinafter set forth and ex-
pressed, which they hereby accept and
adopt as their charter, to-wit:
ARTICLE THE name and title Of the
Corporation hereby formed is declared to
be Crescent Drug and Manufacturing
Company, Incorporated.
ARTICLE II-Its domicile shall be in
the City of New Orleans, State of Louis
lana, where all stockholders and direct
ors' meetings must be held; provided,
that with the written consent of all the
directors, valid meetings of directors may
be held outside of the State or within
the State elsewhere than at its domicile +;
and shall have and enjoy succession for q
period of ninety-nine (99) years from date
hereof.
ARTICLE HAL citation or legal
process shall be served on the President,
and in case of his absence or inability to
act, upon the Vice-President or the Sec
retary-Treasurer.
ARTICLE IV-The objects and pur-
poses for which this corporation is organ
lied and the nature of the business to be
carried on by it, are declared to be:
To carry on the business of manufac-
turing itself, or through others, drugs,
liniments, compounds, blends, proprietary
medicines, chemicals and all drugs, medi-
cines and liniments of whatsoever kind
and nature; to acquire by purchase or
otherwise formulate for drugs, liniments,
compounds, blends, proprietary medicines,
chemicals and all drugs, medicines and
hnimentS of whatsoever kind and nature
In combination or otherwise; to acquire
by purchase or otherwise trademarks; to
acquire by purchase or otherwise any
subsequent improvements or extensions
of said formulate and trademarks, as well
as any other patents, formulate, trade
marks or extensions or improvements
thereof it may see fit to acquire; to carry
on the business of manufacturing itself,
or through others, of patent and propri-
etary medicines; to grant licenses for the
use Of said formulae, patents and trade
marks; to acquire by purchase or other
wise real, personal or mixed property,
and to sell. lease. mortgage or otherwise
dispose of same; to execute and enter into
all contracts and generally to do and per-
form any and all things necessary and
and business for which this company is
organized.
ARTICLE v-The capital stock of this
corporation is hereby fixed at the sum OF
ten thousand dollars ($10, OOO), divided into
one hundred shares QO0) of the par value
of one hundred dollars ($1O0) each, of
which five thousand $4,000, or one-half
for; which stock may be issued full paid
and worcestershire for cash, or for prop
erty transferred for value or for services
actually rendered to said corporation.
twenty thousand dollars ($20,0OO).
ARTICLE Wall the corporate powers
of this corporation shall be vested in and
by a Board of Directors con-
sisting of three stockholders, the majority
of whom shall constitute a quorum for
the transaction of all business. The first
of Directors shall be composed of
following stockholders: Dr.. Henry c.
Hornung, residing at 1854 Laurel street,
New Orleans, La, and Morris Dlugach,
at 800 CarOndelet Street, New
Orleans, La, and Joseph J. Thompson, Jr.,
os1t a . Co Sk.aAN Naxr 1
Orleans, La, who shall hold their Office
until the LIST day of December, 1920, or
until their successors have been duly ap-
and qualified.
The first officers of this Corporation |
shall be: DR.; Henry c. Hornung, Presi,
Joseph j. Thompson, Jr, Secretary
who shall hold their Office until
the LIST day of December, 1920, or until
heir successors have been duly appointed
and qualified.
In case Of the resignation or death of
Of Office. the said remaining directors
shall appoint and fill all vacancies from
among the stockholders.
On the LIST day of December, 1920, un-
said day be a Dies non, then in such
Ease on the first succeeding judicial day
directors shall be held at the Offices Of the
Company, under the supervision Of three
commissioners. Notice for annual meet
Ings and for stockholders meetings shall
De given by the Secretary-Treasurer, to
zach stakeholder, either in person or by
iepositing a written notice i'm the post
office, properly addressed to him, at least
Is days before said meeting.
All stockholders shall vote at all stock
holders meetings by a ballot, and a ma
Iority Of the stock present shall govern
IN all questions, save as otherwise pro-
5ided by law. Each share of stock shall
De entitled to one vote, either in person
,r by written proxy.
ARTICLE vII-This Act of Incorpora-
ion may be changed, modified, or amend
ID. or this Corporation may De dissolved.
With the assent of two-thirds Of the cap
tai stock issued at a meeting Of the
stockholders convened for that purpose,
ifter thirty 1907 days prior written notice
If such meeting shall have been mailed to
he last address Of each stakeholder by
he Secretary-Treasurer Of the Company,
Ind should at any meeting it be decided
% dissolve the Corporation, either by
limitation of its charter or for any other
.hree 90 commissioners to be selected
nissioners shall renal in Office until the
iquidated. In case Of the death Of any
said commissioners, the survivor or
shall continue to act.
ARTICLE VIII-No stakeholder of this
shall ever be held liable for
The contracts or faults thereof, i'm any fur
her sum than the unpaid balance due to
Tho corporatiou IN tho shares 0f stock Il