The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-20

form a corporation for the objects and
purposes under the articles and stipula-
tions following which they hereby adopt
as their charter, to-wit:
ARTICLE 1.-The name of this corpora
ton shall be Leon Israel & Bros. Mex
ico) Inc, and under its corporate name
1T shall have power and authority to have
and enjoy corporate existence for a period
of ninety nine years from date hereof, I'M
less sooner dissolved by liquidation or
otherwise. 1t shall have power to con-
tract; to sue and be sued to make and
use corporate seal and to alter and
break the same at pleasure: to hold, re
ceive, lease, purchase, transfer, assign,
mortgage, hypothecate, pledge or other
wise dispose of, property real personal
or mixed, corporal and incOrporcaI; to
issue bonds, and, if desired, to secure
same by mortgage; to hold stock in other
companies; to name, elect and appoint
such manager, agents directors and Off
GERS as the interest and convenience of
said corporation may require: TO make
and establish, alter and amend, bylaws
rules and regulations for its proper gov
eminent, as may be deemed necessary and
proper for the extension of the business
in which the corporation is engaged.
ARTICLE 1.-THE domicile of this cor
poratlon shall be i'll the City of New Or
leans, State of Louisiana, and service of
process shall be made upon the President
or, in his absence, upon the Secretary.
ARTICLE III..The objects and .pur-
poses for which this corporation is organ
lied and created and the nature of the
business to be carried on by it are de-
clared to be as follows: To engage in n
general import and export business in thu
United States and in foreign countries
and to carry on general merchandise
business; to import and export, buy and
sell at wholesale and retail or otherwise
acquire and dispose of and generally to
trade and deal in goods, wares, products
commodities and merchandise of every
kind and description as principal factor or
agent; and generally to do and perform
all things pertinent and necessary to carry
out and execute the objects and purposes
herein above enumerated.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
five thousand (S5,000.00) dollars, and shall
be divided into and represented by fifty
shares of common stock, OF the par value
of one hundred (Sl0O.00) dollars each
Said stock shall be paid for in cash. or
by property, or services actually rendered
to the corporation, or other equivalent o.
cash as provided by law, and in such man
ner and at such times and in such install
mentS as may be prescribed by the Board
of Directors. This corporation shall be-
come going concern and shall be author,
lied to commence business as soon as fifty
per cent of its capital stock shall have
been subscribed and fifty per cent of all
stock subscribed for shall in fact have
been paid for, either in cash or its equiya-
lent.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum
of one hundred thousand ($100,000.00) dol
lars by q vote of two-thirds of all the
stock present or represented at a special
meeting called for that purpose or at
regular annual meeting of the corpora
ton.
ARTICLE VI.-All certificates of stock
issued by this corporation shall be signed
by the President and countersigned by the
Vice President, or if authorized by reso-
luton of the Board of Directors, shall be
signed by the President and counter
signed by the Secretary and Treasurer.
The stock of this corporation can be trans
ferred only on the books of the corpora
ton and subject to such regulations and
as may be by the Board of Di-
rectors from time to time prescribed. No
stakeholder shall be permitted to sell or
otherwise dispose of his stock without
first offering the same in writing to the
other stockholders, through the Board of
Directors, at a price not exceeding the
book value thereof; and said stockholders,
in proportion to their holdings. shall have
an option and first right to purchase all
the shares of stock to be thus disposed
Of by sale or otherwise of any of the stock
holders, and shall have period of ten
days in which to accept or decline said
offer. Should the stockholders decline to
purchase said stock, then such stakeholder
is at liberty to sell or dispose of the stock.
and may do so in any manner and at any
price he may deem fit. Each share of
stock is issued herein upon the condition
and understanding that no stakeholder
shall sell or otherwise transfer his stock
In violation hereof, and any such sale or
transfer il made shall be void and this
corporation shall be under no obligation
to list said stock on its books or to re-
thn hnlI AE ..
ARTICLE VII.-The corporate powers
Of this corporation shall be vested in and
exercised by Board of three Directors,
two of whom shall constitute quorum
for the transaction of business. The di-
rectOrs of this corporation may vote in
person or by written or telegraphic proxy
at any of the meetings of the Board of
Directors; and the Board of Directors
may delegate any of its powers to any
officer or officers or any other representa-
tive Of the corporation by appropriate
resolution to that effect The first Board
of Directors of this corporation shall be
composed of the following: Leon Israel,
President. Sam Israel, Vice President;
Karl Gutmann, Secretary Treasurer; and
they shall serve until the 2nd Wednesday
In January, 1920. or until their successors
are elected and qualified. The Directors
shall be elected annually at a meeting
held the second Wednesday in January in
each year after date hereof Notice of said
meeting shall be given ten days prior to
the date Of said meeting, in writing, sent
by registered mail to each stakeholder at
his last known place or residence. The
Board of Directors may change the date
Of said annual meeting to any other date.
by written notice to that effect sent at
least fifteen days prior to the date to
which said annual meeting shall be
directed by registered mail to
each stakeholder at his last known place
Of residence, Each stakeholder shall. at
such annual meeting or other meeting,
general or special, be entitled in person
Or by written or Geographic proxy to one
vote for each share of stock owned by him.
The election shall be held under such
rules and regulations as may be from
time to time determined by the Board of
Directors. The Directors when elected
shall hold Office for one year or until their
successors shall have been elected and
qualified, and failure to hold the annual
meeting Of stockholders or to elect an
nually Directors shall not operate the
forfeiture Of this charter or any rights
hereunder. Any vacancy occurring in the
Board of Directors may be filled by the
Directors for the unexpired term.
ARTICLE VIII-This charter and act
Of Incorporation may be changed, modi-
led altered or amended by and with tho
consent Of three-fourths of all the stock
present or represented at a meeting, gen.
eral or special, held for that purpose; and
such amendments may be material or i'm