The herald., 1919-12-04
CHARTER OF THE PROPHYTOL
MANUFACTURING COMPANY,
INC.

INC.
United States of America, State of
Louisiana, Parish of Orleans, City of
New Orleans. Be it known, that on this
thirtieth day of the month of October, in
the year of our Lord the One thousand
nine hundred and nineteen, and of the
Independence of the United States OF
America the One hundred and forty
third, before me, Arthur A. Moreno No
tary Public, duly commissioned and quail
fled, in and for this City and the Parish
of Orleans, therein residing, and in the
presence of the witnesses hereinafter
named and undersigned, personally came
and appeared the following persons whose
names are hereunto subscribed, together
with the amounts of their respective sub
scriptiOns to the capital stock of the
corporation to be formed, who severally
declare that, ayailing themselves of the
provisions of the general laws of the
state of Louisiana relative to the organi-
Zation of corporations, they have cove
nanted and agreed, and do by these pres
ents covenant and agree, and bind and
obligate themselves. as well as such other
persons as may hereafter become aSs0-
ciated with them or their successors, TO
form and constitute themselves into cor
poration and body polite in law, and for
the objects and purposes and under the
agreements and stipulations following, to-
wit:
this corporation shall lbe the ProphytOl
Manufacturing Company, inc, and by
that name this corporation shall have
power and authority to have and enjoy
succession for the full term of ninety
nine years from the date hereof; to con-
tract. sue and be sued; to borrow money
to make and issue its negotiable promis-
sorry notes OF other evidences of indebted
ness: to create debts; to make and use
a corporate seal; to purchase and receive,
Loo hold sell and well as
mortgage and hypOthecate- property,
real, personal and mixed; to name and
appoint such officers and agents as the
interest of said corporation may require
to make and establish such bylaws and
regulations for the proper management
and regulation of its affairs as may be
deemed necessary, and the same 10
change, alter and amend at pleasure.
ARTICLE 1.-THE domicile of this cor
poration shall be in the City of New Or
leans Parish of Orleans, State OF LOUIS
lana and all citations and other legal
process shall be served upon the president
of this corporation, or, in case of his ab-
sence. upon the vice president, or, in case
of the abrence of both of these officers
upon the secretary hereof.
ARTICLE III-The objects and pur-
poses for which this corporation is estab-
iished and the nature of the business to
be carried on by it are declared to be
the manufacture and marketing of anti
septic sol ltiOns. medical and dental prep
aratiOns. dental liquids, powders and
pastes. talcum powders. MASSAGE and
face creams toilet articles and other
medicinal preparations and generally to
manufacture and market all articles of q
like or similar nature usually MADE
manufactured and marketed in like bust
nesses.
ARTICLE Iy.-The capital stock of this
corporation shall be Five Hundred Thou,
sand (s5OO, OOO.OOl Dollars, divided into
fifty thousand 100000 shares of the PAL
value of Ten $4,000 Dollars each, and
NAV be increased to the sum of One Mil
lion $4,000 O0.O0) Dollars, divided into
One hundred thousand Q00O0Ol shares OF
the par value of Ten ($l0oO) Dollars
ing concern when one-half of the capital
stock of this corporation has been SUP,
scribed and paid for. Each share OF salo
stock shall be entitled to one vote, either
elections or meetings of the stockholders
ARTICLE V.-..o stockholder shal
ever be held liable or responsible Tor tht
Indebtedness, faults or defaults OF thlS
corpo ration, nor shall any mere 1nfor'
maiity in the organization of this corpo
ration shall have the effect of rendering
the charter null or of exposing the stock
holders to any liability beyond the uh
paid balance. If any, on his STOCK sup
scription. No transfer OF stock sfaIl o.
less smade in pursuance of the provisions
of this charter.
ARTICLE yI-This corporation shall
have ALI powers granted to such corpora
lions by law and shall have the power U
contract. sue and be sued in its corporate
marie and to own, hold, receive, loan
lease, purchase, sell and convey OF NOR.
pothecate its property and to do any an'
ali acts and things of any other KIND, ma
ture or description, as may De hecessar
| to carry out the objects and purposes o
this business as its interests anu coh'eni
ences may require.
ARTICLE vII.-The business of thi
corporation shall be directed by and vest
cd in a board of directors of five mem
hers. three of whom shall constitute
quorum for the transaction OF business
| The board of directors as first CONSTITUTED
shall be composed of Marion ,s Aiie y
Abbott and Frank B. Jackson, and the!
shall hold office until the first Tues
day in October, 1920, and on that DAY ano
on the same day thereafter eacn yea
elections shall be held Tor tSs d cornoraticI
and the election shall be held betWeeI
the hours Of ten and twelve a. m. Faiiur'
to hold an election on the DAY speciL. icy
shall not dissolve the corporation, pu
the directors shall hold their respecti''
offices until an election shall be held aftel
thirty DAYS notice Of the time and plac'
thereof given to each stakeholder.
Marion Allen shall be first President
Charles w. Abbott shall be first vice
nresident and J. Pope Seals shall be firs
OBSERVATION-DISCLOSURES of this corporation
The secretary need not be stockholdel
or member of the board of directors ant
anv vacancy in that office shall De iilee
nv the board Directors may act etlhei
In person or by proxy.
ARTICLE vIII.-Whenever this corpo
| ration is dissolved, either by Limitation y
for any other cause, its affairs snail o.
Iinuidated by the board Of directors, VIM
are hereby vested with full power 10 sel
any or all assets Of the corporasio.n
either separately or in a mass, ana .
convey full and complete title thereto
and shall have full power to do ana per
form all acts necessary and proper
fully and completely hquidate tne al
fairs and distribute the proceeds, II any
among the stockholders of this corpora
tion to the amount Of stock held oy eaen
ARTICLE IX.-This act Of incorporate
NAV he amended, altered and mooirle'
| or This CORPORATION dissolved In the man
ner provided by law.
Thus done and passed, in my notar1a
off;ce in the CITY of New Orleans, Stat
of T,ouisiana, on the day, month and yea
| first above written, in the presence .
Azeiie Bennett and Ruth NJ. Seller, com
netent witnesses, who hereunto sign tnel
| names. together with the parties nefet
| and me, Notary, after a reading OF In
| whole. :.
witnesses: Azelie Bennett. Ruth n
Seller. ,.o
| fOripinaI Signed) Marion Allen, ~