The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-24
CHARTER.


ton until the original certificate has been
properly endorsed for cancellation, surrend
cred by the holder in whose favor the stock
was issued, in like manner endorsed and
surrendered by his duly authorized agent;
and upon receipt of said certificate the Sec
rotary shall be authorized to cancel same
and to issue new one representing the
same number OF shares in lieu thereof.
ARTICLE IV.-The capital stock of the
corporation may be increased to Ten Thou
sand Dollars by amendment TO its Charter
and divided into shares OF the par value of
$500 each. The domicile of this corpora
ton is fixed at New Orleans, Louisiana, U.
S. A., where all citations and other process
shall be served the President, or in his
absence on the Vice-President, and in the alb
sence OF both on the Secretary, or as the
law directs. All meetings of the stOckhold-
ers or directors must be held at the domicile
of the corporation and in its principal office
there: provided, that with the written con-
sent of all Directors valid meetings of the
Directors may be held outside of the State
or within the State, elsewhere than at
its domcie.
ARTICLE V.-This corporation shall en-
dure for period of ninety nine years and
enjoy the right of succession.
ARTICLE VI.-The corporate powers of
this corporation shall be veSted in and ex
ercised by Board of Directors composed
OF three stockholders two OF whom shall
constitute a quorum for the transaction of
business, except that the officers of this
powers granted to corporate officers by
| Section 10 of Act 267 of 1914. Until the first
Monday in January, 1920, the following named
! persons shall constitute the Board of Di-
/ S. Vnson, address 702 North Scott ST.,
| New Orleans; and Charles w. Bosch
address 6l6 Nalence ST., New Orleans;
and Anthony P. Kennair, address 423 South
| Gayoso ST., New Orleans. Thereafter the
! Directors shall be elected annually on the
| first Monday in January. The Directors
| and officers of this corporation shall hold
office and continue to serve until their sue
cessors have been elected and duly quail
| fled. The Board of Directors shall by
majority vote have right and power to in
crease the number of Directors and elect
new Directors to the places created, provided
! the maximum number of Directors of the
corporation shall exceed seven. Any
stakeholder may be eligible for membership
on the Board of Directors who owns one
| share of stock in the corporation, in his own
elect Directors at their annual meetings by
ballot and each stockholder shall be en-
| titled to vote for each share of stock
standing in his her name on the books
of the Corporation, the vote to be cast in per-
| son or by proxy; and it shall require a ma
! jority of the stock present to elect.
The Board of Directors shall hold regular
meetings at stated intervals at such times
as may be fixed in the bylaws of this cor
poration. The meetings shall be held at
the domicile of the corporation or as pro-
yided in Article ~ of this charter, but the
President, and in his absence the Vice
President may call special meetings of the
! Board of stockholders as hefmay deem ad-
visable, and he shall be required to call
such special meetings whenever requested
TO do so by Director or by holders of one
fourth of the capital stock of the corpora
| ton. Three days notice of such special
meetings shall be given in writing, by mail
| to the address of each director, unless a
waiver of this notice is signed by all the
| Directors. hal he
legal. Any vacancy occurring on the
Board, or in any office shall be filled by
the Board of Directors at its next meeting
after such vacancy has occurred. The first
Board of Directors shall and is enjoined to
draft and adopt a suitable set of bylaws
for the government of the corporation which
may be altered, amended or changed as the
business of the Corporation may require.
ARTICLE VII.-The officers of this cor
poration shall consist of a President, a
Vice-President and Secretary and Treas
urer each of whom shall be stakeholder.
as required to be Director. The office Of
Secretary and Treasurer may be held by the
same person. The following persons shall
be officers until the meeting Of the stock
holders to be held on first Monday of Janu-
airy, 1920: Joseph S; Vinson. President, ad-
dress 702 N. Scott ST., new Orleans; Charles
W. Bosch, Vice-President, address 6l6 Val
ence St, New Orleans. and Anthony P. Ken
SaiT Sec5etsry and and Treasure address 42'
amended, modified or altered, the capital
| stock increased. not to exceed the maximum
fixed in Article " of this Charter, or the
Corporation dissolved by the assent Of three
fourths of the holders of the stock issued at
general meeting or special meeting OF
stockholders of which notice has been given
| thirty days prior to the meeting, in writing,
copy of which shall be mailed to the ad.
dress of each stakeholder and after publca-
ton of such notice for thirty days in a
daily newspaper published in the City of
New. Orleans and upon complying with the
requirements of law in such cases provided.
The notice to stockholders may be waived
in writing, provided it be signed by all
stockholders of the Corporation, but no gen.
eral waiver shall be legal.
ARTICLE IX.-The Board of Directors
shall have and be vested with the corporate
powers of this corporation. The Corporation
shall have succession by its corporate name
for 90 years; to sue and be sued by its cor.
porate name in any Court of competent jur.
isdiction; to make and use corporate seal
and the same to alter at pleasure; to ac-
quire property by grant, gift. purchase; to
lease, hold, and dispose of and to mortgage
and pledge the same, subject to limitations
fixed by law; to appoint such officers and
agents as the business of the corporation nav
require and to fix their compensation having
due regard to the nature, character, and
value OF their services; to conduct business
in Louisiana, other States of the Union
| Federal Districts, possessions of the United
States and in foreign countries; to purchase
for cash or hold when acquired in operation
of its business, stock in other corporations
| ARTICLE X.-At the expiration of this
charter, or the earlier dissolution of this
Corporation its affairs shall be lqudated by
three commissioners, all of whom shall hold
stock in this corporation and said Commits.
sioners shall have full power to sell any OF
| all the assets of the corporation to convey
title, and to do and perform all acts essen
tial to full liquidation of this corporation,
and to distribute the proceeds by paying
first the debts due by the corporation and
| then prorating the remainder between the
stockholders. on the basis of the number OF
shares owned by each. In case of death OF
one or more commissioners the survivors
| shall continue to act.
Thus done and passed in my office in
the City of New Orleans, aforesaid the day,
month and year first written, in the pres.
ence of Stirling Parkerson and George F.
Herber, witnesses of lawful age, residing in
Orleans Parish. Louisiana, who have signed
their names with the said parties and me,
Notary, after due reading of the whole
Witnesses: Stirling Parkerson, Geo. F.
Herber.
Original Signed Anthony P. Kennair,
New Orleans, La, subscribes for 2 shares
Charles w. Bosch, New Orleans. La, sub
scribes for l share; Joseph S. Vinson, New
capital stock and paid for by transfer, con-
veyance and assignment of all my rights
title and interest TO Trade Mark Spear Julip
and my secret formula for making a non
alcoholic beverage known as Spear JuliP.
| The property and rights conveyed in full
payment of my stock subscription amounting
| tn 81 o2S00 Dollars aDnears nv the state