The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-06


United States of America, State of Louis
lana, Parish OF Orleans, City OF New Orleans
Be it known, That on this twenty-second
day of the month of August, in the year OF
our Lord 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
a Notary Public, duly COMM SsiOned and
qualified, in and for this City and the Par
ish OF Orleans, therein residing, and IN the
presence of the hereinafter named and I'M
dersigned witnesses, personally came and APP
peared the following persons whose names
are hereunto subscribed, together with the
amounts OF their respective subscriptions 10
the capital stock of the corporation to be
formed, who severally declare that, awaiting
themselves of the provisions OF the general
laws of the State of Louisiana relative to
the organization of corporations, they nave
covenanted and agreed, and do by these pres
ents covenant and agree, and bind and obll-
gate themselves, as well as such other per
sons as may hereafter become associated with
them or their successors, to form and constl-
tute themselves into a corporation and body
polite in law, and for the objects and pur-
poses and under the agreements and stipu-
lations following. to-wit:
ARTICLE 1.-The name and title OF this
corporation shall be the J. NJ. Gerde Realty
Company, incorporated, and by that name
said corporation shall have power and au-
thorty to have and enjoy succession tor
the full term of ninety nine years from the
date hereof; TO contract, sue and be sued; TO
borrow money; to make and issue its nego-
table promissory notes or other evidences OF
indebtedness; to create d&-bts; 10 make and
use a corporate seal; to puEChase and receive.
lease, hold, sell and convey, as well as mort
gage and hypothecate, prorerty, real. person
al and mixed; to name and appoint such
officers and agents the interest OF said
70
lish such bylaws and regulations for the
proper management and regulation OF its al
fairs as may be deemed necessary, and the
name to change, alter and amend at pleas
ure.
ARTICLE 1.-THE domicile of this corpo-
ration shall be in the City of New Orleans,
State of Louisiana, and all citation and other
legal process shall bye served upon the presl-
dent of this corporation, or in case OF his
absence upon the vice-president, or, in case
of the absence of both of these officers, upon
the secretary thereof.
ARTICLE III.-The objects and purposes
for which this corporation is established
and the nature of the business to be carried
on by it to buy, sell, exchange and
otherwise acquire or dispose of real estate
TO rent, lease, mortgage and build dwelling
houses, business property, apartment houses
to acquire vacant land and develop and i'm
prove same; to deal in subdivisions; TO col
lect rents and generally to do every thing
and act in connection with the holding, own
ing and leasing of property, whether vacant
or improved, and generally to do any act OF
thing essential 10 or usually done in con
nection with a general real estate business
ARTICLE IV.-The capital stock of this
corporation shall be Thirty Thousand $50,
10000 Dollars, divided into three hundred
$500 shares of the par value of One Hun
dred $4,000 dollars each, and may be in
creased to the sum of Fifty Thousand ESQ.
OOOO) dollars, divided into five hundred
$500 shares of the par value of One Hun
dred $4,000 dollars each, and this corpora
ton is to be a going concern when one
half of the capital stock has been subscribed
for. Each share of the stock shall be en-
titled to one vote, either in person or b!
proxy. at all general elections or meeting
of stockholders.
Should the capital stock of this corporation
ever be increased over the sum of Thirt,
Thousand (s30,OO0O0 dollars, .hcl such al
ditional shares of stock that may be issuet
| shall first be offered to the holders of stool
at the time of issuance at the book vau
of said new stock in the proportion in whicl
| the said stockholders shall at the time o
| issuance hold stock in this corporation.
ARTICLE V.-No stakeholder shall eve
| be held liable or responsible for the in
depteduess, faults or defaults of this cor
poration, nor shall any mere ipformality ii
| the organization of the corporation have tn
effect of rendering the charter null of ex
posing the stockholders to any liability be
| yond the unpaid balance, if any, on hi
stock subscription. Should any stockholde
desire to sell his stock, he shall first offe
the same to the stockholders of the compan
at its book value through its board of di
rectors and the stockholders who desire t
purchase shall have the right to purchase tn
same in the proportion to their RESPECTIVE
holdings of stock in the company. Shout
said stockholders in fifteen days after nc
| .ice having been given, in writing, fail or re
| f,,ee to he off far all
| such stock may be sold to any one. n
transfer of stock shall be made or held I
| be valid and binding unless made in pursu
| ance of the provisions of this charter.
| ARTICLE VI.-This corporation shall hav
| all powers granted to such corporations b
law and shall have the power to contrac
sue and be sued in its corporate name, an
| to own, hold, receive, loan, lease, purchas,
sell and convey or mortgage any and all {
its effects or TO hypothecate its property an
to do any and all acts. and things of an
| other kind, nature or description, as may b
necessary to carry out the objects and pu
poses of said business as its interests an
conveniences may require.
ARTICLE VII.-The business of this col
poration shall be directed by and vested
board of directors consisting of three men
bers, two of whom shall constitute a quoru
for the transaction of business, and the sal
directors as first constituted shall be f,
gene L. Gerde, Mrs. E. L. Gerde and Ale,
ander M. Gerde, and they shall hold offic
until the fourth Monday in August, 1872
and on that day and on the same day Their
after elections shall be held annually f
directors at the principal office of the CO
poration. Failure to hold an election on II
day specified shall not dissolve the CO
poraton, but the directors in office sha
hold their respective offices until an electro
shall be held after thirty days notice of II
time and place thereof given to each stool
holder. The annual election shall be he
on the fourth Monday in August, 1920, ar
thereafter on the fourth Monday of Augu
!, of each succeeding year, and the electiC
shall be held between the hours of ten ar
twlve a. m. All vacancies on the boa
of directors for whatever cause shall
, filled by the remaining directors.
J dent, Mrs. E. L. Gerde shall be the fir
: vice-president and Alexander Marshall Ger
shall be the first secretary treasurer and tn,
shall hold office until the fourth Monday
August, 1920, or until their successors a
elected, and each succeeding board of
: rectors shall elect its principal officers
the term of their election and only stoc
holders shall be eligible for election as
member of the board of directors. Directo
may act either in person or by proxy.
ARTICLE VIII.-Whenever this corpor
ton is dissolved, either by limitation
for any other cause, its affairs shall be
, quidated by the board of directors, who a
! hereby vested with full power to sell any
all assets of the corporation, either SEP
, rately or in mass, and TO convey f,
and complete title thereto, and shall ha
full power to do and perform all acts nece
, sary and proper to fully and completely
quidate the affairs and distribute the pi
y ceeds, if any, among, the stockholders of Il