The herald., 1919-09-11
4. d. DANZIGER.
Notary Public.
CHARTER OF D. V. JOHNSTON COM
PANY, INC.

CHARTER OF D. V. JOHNSTON COM
PANY, INC.
United States OF America. State Of Louis
Iana, Parish Of Orleans City Of New Or
leans BE II known, that on this twenty
third day Of the month OF August in the
year Que thousand nine hundred and nine
teen, before me. Henry = Dart IT,, No
tary Public duly commissioned and sworn
IN and for the Parish Of Orleans and Civ
OF New Orleans therein residing person
ally came and appeared the persons WHOSE
names are hereuuto subscribed who declared
that. avalling themselves OF the provisions
OF the laws OF the State, relative to the or
ganlzatlon of corporations. they have cove
nanted and agreed, and do by these pres
entS' covenant and agree, bind, 'Orm and con
persons who may hereafter join or become as
ISOLATED with them, into a corporation and
body polite in law for the objects and pur-
poses, and under the agreements and stipu-
latlOns following. to.wit:
ARTICLE 1.-The name and title Of this
corporation shall be. d. V. Johnston Com
pany, incorporated, and under its corporate
name it shall have and enjoy existence and
succession for the term OF one hundred years
from this date, and all the rights, advantages
and privileges granted by law TO corpora
tons, including power to contract. sue and
use corporate seal, and the same to break
and alter at pleasure; 10 hold receive, pur
chase, convey, mortgage, hypOthecate, and
pledge property, real and personal; to issue
bonds, notes and other obligations; to have
and employ managers. directors, Officers
agents and other employees, as the inter
eSts and COnvenenCes of the corporation may
require; and to make and establish such COM
mItteeS and to create such bylaws. rules
and regulations for the corporate management
and for control of the affairs Of said corpo
ration as may be deemed necessary and ex-
pedient.
ARTICLE 1.-THE domicle of the cor
poraton shall be the City OF New Orleans.
State of Louisiana. Citation and other legal
process shall be served on the President. or
in his absence or inability TO act from any
cause whatsoever. upon a Vice President or
the Secretary Treasurer.
ARTICLE III-The objects and purposes
of this corporation are to engage in a gen
eral brokerage business in building materials
and accessories thereof; to deal and operate
at wholesale and retail as principal, agent.
on COmmls SlOn otherwise. in lumber.
bricks, sand, cement, stone, gravel and gen
orally all materials used in the construction
and erection of buildings and other structures
To own operate and conduct buildings, mills
machinery, tools and appliances for the uses
and purposes OF the business and the same 10
change, alter, substitute, sell and hypOthe.
cate at will; and generally TO do and per.
form all things needfu, necessary, proper OF
useful for the accomplishment of the pur
poses OF the corporation. The whole in the
State OF Louisiana, the States. Territories
and Possessions of the United States, and in
| foreign states and territories. with the right
| TO have offices and places OF business and
| representatives in any all of the same
change of the objects and purposes OF this
| corporation may be made by the vote of al
the stockholders at a meeting called for tina
| purpose.
| ARTICLE IV.-The capital stock of thi,
corporation shall be Twenty Thousand $50,
| OOW Dollars, divided into Two Hundred
! 600 shares of the par value of $1,000 each
| The capital stock may be increased to Fifty
Thousand (S5O,G0OO) Dollars. by vote o
| two-thirds of all of its stock at meeting
of the stockholders called for that purNse
| % No stock shall be sold or transferred
until an opportunity is first afforded al
other stockholders of record to purchase sal,
| shares of stock at book value shown b,
the inventory preceding such notice; writer
! notice shall be given by the owner to tn
Board of Directors for the use and benefi
of such other stockholders; it shall be trans
mitted without delay by the Board to then
and must be accepted within thirty day
from receipt of the Boards notice and pa
for in cash within ninety days from sue
| notice. The stockholders shall have tn
right to buy said shares in proportion t
their holdings and any shares not taken i
proportion may be taken by the other share
holders. Failure of the stockholders to buy
shall by the mere expiration of the tim
limit, release the stockholders from the eli
feet of this provision.
(2) Whenever any stakeholder whose hold
ings together with those of his survvin
wife children, if any, shall aggregat
twenty per cent or more of the capital stoc
of this corporation, shall die, his successors
heirs or legal representatives will have tn
right to tender the whole of the stock
this corporation owned by said decedent an
his surviving wife or children, II any,
be purchased by the surviving stakeholder
at the price set out III the first paragra1
hereof. 1t shall be the duty of the Boar
of Directors to submit the said offer to tn
stockholders, and if within the time here
inabove prescribed, the offer shall not
accepted and the stock purchased, then III
said successors, heirs or legal representative
, shall have the right to demand the diss'
luton and liquidation of the corporation an
in default to apply TO any court of competer
jurisdiction for dissolution of this corpori
ton and the liquidation of the same, an
law to the contrary Notwithstanding, savin
always. however, the right to the said CO
poratiOn in answer to said proceedings,
dissolve and liquidate in the manner pr
scribed by the law of Louisiana.
90 No stock shall be held in this corpor
ton by employees, who are not officers, e
cept such as has been subscribed for IN tn
. charter or which may be transferred wit
the consent of the Board of Directors TO sue
employee at the time of or during emplo
. ment Whenever such employment ceas
through death. resignation. dismissal or othe
wise the Board of Directors shall call 4
stock of that person for transfer to Il
other stockholders as provided in this cha
: ter, but the price TO be paid shall be boo
! value as per inventory last preceding SUI
call: the said price shall be paid IN ca
Y within sixty days from such call. No sto'
. held or controlled by such employees sha
participate in any new stock hereafter a
thorized and issued in any stock hereatt
TO be issued when sold under the precedil
provisions, unless with the consent OF q
!. Board of Directors expressed by resoiuuo
entered on the minutes. For the purpos
of this Article, the inventory and books shS
be closed as of June 30, and December 81,
each year. from and after December 81. ~
The substance of the foregoing provisio
/ shall be stated briefly and succinctly IN
= on the face of each certificate OF stock a.
|, | this shall be conclusive evidence and mott
!, to all persons dealing Herewith. The Boa
" of Directors is hereby constituted the age
;, of the stockholders for the purpose of enfo1
= ing and carrying out the foregoing provision
/ ARTICLE V.-All the corporate powers We
/ ed by law or this Charter in corporate
: shall be exercised by the Board of DirectC
|. Of this corporation. including the right
& manage, control and direct the affairs Of
l. cnrporation the corporate policy, and
/ sell the corporation or merge the same II
another corporation, and to take in payne
: of any such sale merger, cash, bon,
: notes or stock of the purchasing or mergi
e corporation or Of a new corporation. Great