The herald. [volume] (New Orleans, La.) 1905-1953, 1919-02-27
CHARTER
CHARTER OF BAUER CHEMICAL COM.
pANY. INC

CHARTER OF BAUER CHEMICAL COM
PANY, INC.
United States of America. State OF Louis
lana, Parish OF Orleans, City OF New Or
leans Be II known, that on this third day
II the month OF February, in the year OF
our Lord one thousand nine hundred and
nineteen. and II the Independence OF the
United States Of America, the one hundred
and forty third; Before me, Benjamin Y.
Wolf. a Notary Public, duly commi Ssioned
and qualified in and for the parish of Or
leans, State Of Louisiana, therein residing.
and in the presence Of the witnesses herein
after named and undersi gned, personally came
and appeared, the parties, whose names are
hereuuto subscribed, all of full age and
residents OF the City Of New Orleans, State
Of Louisiana, who declared that, availing
themselves OF the provisions OF the laws OF
this State relative TO the formation OF cor
porations they have covenanted and agreed,
and by these presents, covenant and agree,
and bind themselves, well as such other
persons, as may hereafter become associated
with them, to form and constitute a cor
poration and body polite i'll law, for the
purposes and objects and under the stpu-
lations and articles following to-wit:
ARTICLE 1.-The name of the said cor.
poration shall be Bauer Chemical Company,
Inc.
ARTICLE I-The objects and purposes, for
which this corporation Is organized, and the
nature Of the business, which this corpora
ton Is TO carry on, are declared TO be:
/. To acquire and take over from Jack Bauer
OF New Orleans, the recipes and formulas
for and information to the processes OF
manufacturing and preparing and the right
to prepare, manufacture and deal in the prop
rietary articles and medicines owned by the
said Jack Bauer, together with the trade
names, trademarks owned by said Bauer.
?. To buy, sell, refine, prepare, manufac-
ture, manipulate, import, export and deal IN
and with all Substances materials, appara-
tus and things capable of being used in con-
nection with the preparation and manufac-
ture of the articles and remedies, which this
Company may become entitled to prepare and
manufacture and to construct and maintain
plants, factories and laboratories suitable or
convenient for the purposes OF the Com
pany.
3. To buy, sell, manufacture, and deal
in chemical, pharmaceutical, medicinal and
other preparations and chemicals
ARTICLE III.-The capital stock of the
said corporation shall be fifty thousand dol
lars, divided into and represented by two
thousand shares Of twenty dollars each,
payable in cash, property or for services rem.
dered. The capital stock may be increased
to one hundred thousand dollars. The cor
poration shall commence doing business as
soon the capital stock shall have been
subscribed for.
ARTICLE IV.-The domicle of the said
corporation shall be in the City of New Or
in his absence, the vice president, shall be
the proper person upon whom citation or
other legal process shall be served. Said
corporation, unless sooner dissolved, shall
exist and continue for the period OF ninety
nine years from and after date hereof.
ARTICLE Vail corporate powers shall
be vested in board of three directors. The
first board Of directors shall consist of Jack
Bauer, postoffice address, Audubon Building,
New Orleans, who shall be president. Otto
Sizeler, postoffice address, Audubon Build
ing, New Orleans, who shall be vice-presi-
dent, and Mrs. Estelle Hubbard. widow by
first marriage of Ernest Wingfied, and wi
dow by second marriage of JAG. ]. King, who
board shall continue in office until Janu-
airy 2, 1920, which date, and thereafter.
annually, board of directors shall be elect
ed on the second of January of each year.
unless the same shall be legal holiday,
when the election shall be held on the next
legal day thereafter. After each election,
the board of directors shall elect from their
| number the officers of the Company. The said
board is further authorized to frame and
| adopt such bylaws, rules and regulations as
| the affairs and business of the corporation
| may require. and it may deem necessary
| for the conducting and management thereof
ARTICLE VI.-This charter may be
amended and the capital stock of this cor
| poration may be increased or decreased, or
the corporation may be dissolved in the man.
| ner and method provided by law.
| ARTICLE VII.-No stakeholder of this
| corporation shall ever be held liable or re-
| sponsible for the contracts or faults of this
| corporation in any further sum than the I'M
| paid balance on the stock for which he has
! subscribed, nor shall any mere informality in
| organization have the effect of rendering
| this charter null or of exposing a stockhold.
| er 10 any liability that as above provided
| ARTICLE VIII.-Whenever this corpora.
| ton shall be dissolved, whether by limita-
| ton or from any other cause, the affairs
| thereof. shall be liquidated by three stock
| holders to be elected and qualified in the
| manner provided by law. And they shall
continue in office until the affairs of the
corporation shall have been fully settled and
| liquidated. In case of the death of one of
| the liqudators, or his refusal or inability to
| serve, the remaining Gquidators may them
selves proceed with all the power and au.
thority vested in the full membership
| ARTICLE 1X-The entire capital stock of
this corporation, with the exception of two
shares of stock of the corporation are to
be issued to Jack Bauer for advertising mat
ter, electrotypes, and formulas, an accurate
detailed and temized description of such
property as to amount, location, extent and
statement OF improvement, together with
statement of its value as appraised by the
directors is annexed to these articles of in
corporation. And the signers hereto declare
that they have affixed opposite their names
the number OF shares subscribed by them.
and they hereby declare this to be their SUBJ
scription list.
Thus done and passed, at my Notarial Of
flee, in the City of New Orleans, on the
day, month and year herein first above writ
ten in the presence of Hubert NJ Ansley
and Ephraim Thaller, competent witnesses
of lawful age and residents of this City, who
hereunto sign their names, together with
the said parties and me, notary, after due
adj 0f he rhnlA