The herald. [volume] (New Orleans, La.) 1905-1953, 1919-04-10
CHARTERS

notes and other securities in the purchase Of
goods; 10 represent others as agent or other
wise in the same line or similar lines Of
business; to act manufacturers agent and
TO receive and sell goods on consignment; -
acquire and own stock in other corporations;
and, generally, TO Do and perform any ard
al! things necessary or convenient . carry
on said objects and purposes.
ARTICLE IN-The capital stock Of This
corporation is hereby fixed at Twenty II IL
sand tS2G"oo dollars. divided into IND
hundred t2uo1 shares OF the par value - one
hundred $1,000 dollars each, provided. thar
the amount - which the capital stock OF
this corporation may re increased shall be one
hundred thousand $4,000 dollars. Oce hun
drel nd twenty l2@ shares, or twelve thou
sand $4,000 dollars Of the capital stock
Of this corpo-tion must be subscribed before
he filing II the articles Of Incorporation.
The subscribed capital stock OF this Corp5-
ration shall be. payable in cash.. property
(real or personaD. or Tor labor and services
shall ever be held liable or responsible tlr
the faults, contracts or debts Of this
p0ration in any further sum than The IN
paid balance due the corporation on the
shares OF stock subscribed by him. nor
shall any mere infornali,y in organization
have the effect OF rendering this charter
null, or Of exposing any shareholder to any
liability whatsoever This corporation shall
not engage in business until one hundred and
twenty 0S0 shares, or twelve thousand
dollars OF the capital stock shall have been
subscribed, and sixty (6M shares or six
thousand tS60000m dollars Of the capita,
stock have been issued and paid in, in cash.
If, in addition. any stock Of this corporation
is exchanged, either in whole or in part.
for property or good will, in that even, the
provision OF Sec. Of Act 267 OF 1914, shall
be complied with strictly.
ARTICLE N.-All the corporate powers Of
this corporation shall be vested in and ex-
ercised by a Board of Directors composed OF
five stockholders, each OF whom shall own
in his own right, during his term Of office
at least one full paid share of stock, ma
for the transaction Of business The officers
OF this corporation shall consist Of a Presi-
dent, Nice-President, and Secretary Treas
urer All Of whom shall be members OF
rotary and Treasurer may be combined in
one and the same person. The following
named persons shall constitute the first
Board OF Directors, to-wit: Samuel y.
Davis. Jr., Rogalusa. La; Charles f. Smith,
Destrehan p. O., La; Ephriam Rosenberg,
1927 s., Charles Ave, New Orleans, La;
Earl Bruce Rowan d Morgan Boulevard.
New Orleans, La, and Otto F. Briede, 1922
Magazine ST., New Orleans. La, all resi-
dents Of the State of Louisiana. and domi-
uel 4. Davis Jr-. as President; Charles F.
Smith. as Vice President, and Earl Bruce
Rowan. as Secretary-T treasurer. and these
directors and officers shall hold office until
their successors are duly elected and quail
fled Thereafter the directors shall be elect
ed annually on the second Monday OF Janu-
any Of each year, and they shall elect their
own officers; all elections Of directors snail
be by ballot, and each stakeholder shall be
entitled to one vote for each share OF stock
standing in his name on the books OF this
corporation. this vote to be cast in person
or by, written proxy, and It shall require
a majority of the stock present repre-
scented to elect. The directors shall have the
right to increase their number to seven.
Failure 10 hold an election for directors on
the second Monday OF January, 1920, or an
nually thereafter, shall not work forfei.
ure OF this charter, but the old Board Of
Directors shall remain in office until their
successors are duly elected and qualified.
ARTICLE VI.-The Board Of Directors
shall hold regular meetings at such times as
shall be fixed in the bylaws OF this corpora
ton. These meetings shall be held at the
domicile Of the corporation, but the president
may call SPECIAL meetings OF the Board Of
Directors at such times as he may deem ad-
visable. and he shall be required 70 call SUCH
special meetings at the request OF member
Of the Board Of Directors. Three days writ
ten notice Of such special meeting shall be
given to the directors, unless a waiver OF
such notice is signed by the directors. Any
vacancy occurring in the Board of Directors,
either from death, resignation or inability
to serve. shall be filled by TIE remaining
Board OF Directors at its next regular meet
ing after such vacancy shall have occurred.
The first Board OF Directors of this corpo-
ration shall be required to draft suitable by
laws for the government of the corporation,
which may be altered, amended or changed
as the exigencies OF the may require.
ARTICLE VII.-The stock of this corpora
ton may be transferred provided, such trans
fer shall be recorded on the Books Of this
corporation before it shall be required to
recognize the transfer, or the new holder
Of the. stock: The total amount of the sub
scribed stock, as herein set forth, is the
sum OF Twenty Thousand (s20OoOoO Dol
lars, or Two Hundred (2cO) shares, of which
six thousand (S6O00C0 Dollars or Sixty
(6O shares are hereby authorized to be is
sued fully paid for and worcestershire, for
cash. In the event that any stakeholder de-
sireS TO sell his stock, or any part thereof.
he shall first offer same to the remaining
stockholders, in proportion to their respec-
tive holdings, at hs book value. This
offer is TO be made to appear by letter ad
known address, giving thirty days option.
At the expiration of which time, the said
stakeholder desiring to dispose of his stock.
shall be at liberty to sell at whatever price
and to whom he may please.
ARTICLE VIII-This charter may be
modified or altered, the capital stock thereof
increased or decreased, or the corporation
may be dissolved with the assent of two-thirds
of the capital stock present or represented at
any meeting of the stockholders held for that
each stakeholder, or mailed to him at his
last known post office address. all in ac-
cordance with the terms Of Act 267 of 1914.
ARTICLE IX.-At the expiration OF this
charter or the earlier dissolution of this cor
poration for any cause, its affairs shall be
liqudated by one or more liquidators to be
elected by the stockholders, all of whom shall
hold stock nthis corporation. and said IL
quidators are hereby vested with full power
and authority to liquidate the affairs of
said corporation. with full power to act un-
der the terms of Sec. 50 of Act 267 of 1914.
The said appearers hereby declare that they
have subscribed to the following number of
shares of the capital stock of this corporation.
to-wit: Samuel A. Davis, Jr., twenty 90
shares: Charles f. Smith, twenty (20 shares;
Fphriam Rosenberg, twenty (N) shares:
Earl Bruce Rowan, FORTY (4O) shares, and
of which shall be paid in cash. and the re-
mainder within twelve months from the date
hereof.
Thus done and passed at my office in this
City of New Orleans. Louisiana, on the
day, month and year hereinabove first
written, in the presence of Francis P. Burns
and ]. Y. Swing. competent witnesses, who
hereunto sign their names, together with the
said appearers and me, Notary and the said
appearers have also set opposite their names
the number OF shares subscribed by them,
all after due reading of the whole.
Witnesses Francis P. Burns ]. y. Swing.
Original Signed Samuel A. Davis, Jr.,
20 shares; Chas E. Smith, 20 shares; E. B.
Rowan. 20 shares; Otto F. Briede, 20 shares;
Eph. Rosenberg, 20sshares: ~
Notary Public.
.Lo ,,rJars;r,aJ pecorde, of Mortpapes