The herald., 1919-02-27
CHARTER.

stock may be increased i hereby fixed a.
the sum o. FIFTY Thousand Dollars; the said
stock shall De issued only Tor cash or in
| payment OF property or services actually re-
! ce:ved by rendered 20 sand corporation;
! sad stock shall be fully paid for at the
time Of ITS issuance and thereafter be non
| aSseSsa6Ie The parties hereto hereby sub
scribe Tor the number ot shares Of said capi-
tai stock set opposite their respective sig
! natures hereto, 50 that this act oi iuy5--
| porauon sinai! also serve as an original sub
| Scrption; that; as will appear from their
| SUBSCRIPTIONS. Philip RothSClmi.t and Peter
| RothSclmlct have each subscribed for fifty
! shares OF said capita. stock and which shall
! be paid Tor by the conveyance and transfer
by them with full warranty ot title to the
| corporation, Of the business, property and
| good will OF the firm OF R1thschmtt Bros
! n which they arr the sole members; a par
| ucuIar description Of the property % be con-
! Feyed with the valuation thereof IS attached
| - and made part Of this Act OF Incorpora-
| ton for future reference.
| No present 1r future stockholders shall
| ever vaIdly sell, assign, or transfer. other
! taan by inheritance any Of the capital stock
! OF this corporation until the same shall have
! been first offered to the remaining stock
| holders tor the benefit OF those stockholders
! who may desire to purchase the SANG.
| through the Board of Directors, for 4 period
| OF ten days, at the book value of such stock
| as shown by the books OF the corporation
! on the Slst day OF December preceding the
| date OF such offer. II shall be the duty of
| inc hpdI u OF directors, promptly upon re-
{ ceiving an offer Of sale Of any Of the capital
! stock OF this corporation. to communicate
! the same to the stockholders. in writing.
| through the Secretary OF the Company. and
| eaCh OF the said stockheIue-s shall be en-
! rtled u purchase such proportion OF the
stock so offered for sale as the number of
shares owned by him bears 10 the number If
, shares owned by all other stockholders de.
s.i.hs - participate in the purchase. No
sale under foreclosure, attachment or other
process, or by virtue OF any power OF at
torney. pledge or hypothecation. shall he
valldly made until the foregoing require-
ments have been complied with by the per
son or persons, firm or corporation provok-
! ing such foreclosure or sale. The Bo3r3
OF Directors shall have authority. however,
20 waive the above requirements as TO any
Pafu rd nypothecau3n or pledge OF stock
/ by resolution adopted at 4 regular meeting
7 81 the Board or at a meeting attended bv
all the members of the Board of Directors,
sEca resolution being adopted in advance
! OF the pledge or hypothecation.
ARTICLE N.-All the powers of this cor
poration shall be vested in and be exercised
by Board Of three directors The said IL
rect9rS shall be bona fide stockholders and
snail each own at all times one full paid
non-pledged share of stock The first R6ard
OF Directors, as well as the officers Of the
/ corporation, shall consist of: Peter Roth
SSchmitt. whose residence is New Orleans.
La who shall be President; Mathew Bauer
whose residence is New Orleans Ia wbo
shall be VicePresident and general manager.
Philip RothSchmitt, whose residence is New
Orleans La, who shall be Secretary Treas
urer.
The above named board of directors and
s saG9 succeeding board shall continue TO
mold office for one year. or until their suc
ceSSorS are elected and qualified. Failure
10 elect directors at the annual meeting as
wei! as any failure to elect officers at the an
nual meeting shall not operate to dissolve
the Company, but the directors and officers
installed shall continue to serve until their
successors are elected and qualfid. The
persons to be hereafter elected Directors
Tor subsequent years SHAH se1ect from their
own number a President, Vice President
and General Manager, a Secretary Treasrrer
me Board of Directors may from time IN
time' and as the business of the CORPORATION
nay dictate, combine any two of the above
offices IN one and the same person. exrant
that of President and Vice President n
the first Tuesday of February, 1920. and each
year thereafter the stockholders shall elect a
BOARD OF Directors for the ensuing year: the
Board OF Directors as well as the officers al
ready installed shall continue in office mil
Ineir successors are elected and uunliied
Inc election OF Directors shall be by ballot
ana the persons receiving the majority of
votes cast shall be declared elected. For
erecting Directors, or for any other purpose
each share OF stock shall be entitled TO one
vote whether present by proxy but no
fractional share of stock shall be entitled 70
vote majority OF the Directors voting at
required TO pass any resolution or adopt anv
bylaw, and with, when so adopted, shall he
come valid corporate acts In case of vacancy
on the board or among the officers from any
Cduse lhe remaining members of the Board
shall have the power to fill such vacancy
SAID Board OF Directors shall have the nower
20 enact such bylaws rules and regulations
as IN thelr opinion, may be necessary and
proper TOT the management. operation and
control of the business of said CORPORATION
ARTICLE VI.-Notice of all meetings held
Tor the election of Directors, or for any Other
purpose, snail be given in writing bv the
secretary and may be served personally or
deposited in the mail addressed fifteen n51
days before such meeting is held and d;roo.og
10 each stakeholder at his last known address
ds the same shall appear on the books of the |
corporation unless said notice is waived in
wiring Dy all OF the stockholders appearing
upon the books. AT all meetings of stock, |
holders majority of the votes cast shall
De sufficient to elect or decide all questions
voted upon, except for the alteration amend
inen9 or the dissolution of the corporation |
may be altered, amended or modified or
. .l corporation dissolved by vote of two |
Inlrds IN amount of the capital stock rem |
re eSd at general meeting of stockholders.
vlded IN Article VI. of this charter. and
IN case of dissolution of the corDorat;on
,e stockholders at such meeting shall elect
t th % Liquidating Commissioners. who |
.H'iiC SHd1Re or such liquidation. |
WIN authority to sell and dispose of the
assets OF the corporation, and to fill yacan.
cies occurring in their number.
ARTICLE VIIT.-No stakeholder shall
ever de held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due the corporation on the shares owned |
by him, nor shall any mere informalitv in
organization have the effect of rendering
this charter null, or of exposing a stock
holder to any liability beyond the amount
Of his unpaid stock.
- nus done and passed at my office in the
City OF New Orleans, on the day, month and
year first hereinabove written in the pres
ence OF Francis Eisler and Burt W. Henry.
competent witnesses, who hereunto sign
heir names, together with said appearers.
and me. the Notary( after due reading of
the whole.
Witnesses: F. Eisler, Burt w. Henry.
COriginal Signed). Peter Rothschmtt so
shares; Mathew Bauer. 20 shares; Philip
50 shares.
CHAS. F. FLETCHINGER,
Notary Public.
L, the undersigned, Recorder of Mortgages,
or the Parish of Orleans, do hereby certify
hat the above and foregoing Act of Incor-
,oration of Rothschmitt Bros Baking Co,
nc, was this day duly recorder in my
'ffice, in Book 1922, Folio -
As witness my hand and Seal. at New
orleans. La. this 18th day of January 1919
(Signed EMILE J. LEONARD, by. R.
true copy.
CHAS. F. FLEHCHINGER.