The herald., 1919-12-04
OF CRESCENT DRUG AND
MANUFACTURING COMPANY, INC.

CHARTER OF CRESCENT DRUG AND
MANUFACTURING COMPANY, INC.
: United States Of America, State of Lou
isiana, Parish of Orleans, City of New
Orleans. Be it known, that on this
twelfth day of the month of November, in
the year of Our Lord one thousand, nine
hundred and nineteen and of the Inde
pendence of the United States of America
the one hundred and forty fourth, before
me, William Ardill a notary public, duly
commissioned and qualified, in and for
the City of New Orleans, Parish of Or
leans, therein residing and in the pres,
ence of the witnesses hereinafter named
and undersigned, personally came and ap-
peared the several parties whose names
are hereto subscribed. all of the full age
of majority and residents of this city,
who severally declared that availing them
selves of the laws of the State of Louis
lana, and especially of Act 267 of 1914, in
such cases made and provided, they have
formed and organized, and by these pres
ents do form and organize themselves
into a corporation for the objects and pur-
poses and under the stipulations and
agreements hereinafter set forth and ex-
pressed. which they hereby accept and
adopt as their charter, to-wit:
ARTICLE 1.-The name and title of the
Corporation hereby formed is declared to
be Crescent Drug and Manufacturing
Company, Incorporated.
ARTICLE II-Its domicile shall be in
the City Of New Orleans, State of Louis
lana, where all stockholders and direct
ors' meetings must be held; provided,
that with the written consent of all the
directors, valid meetings of directors may
be held outside of the State or within
the State elsewhere than at its dOmicile;
and shall have and enjoy succession for a
period Of ninety nine (99) years from date
hereof.
ARTICLE HAL citation or legal
process shall be served on the President,
and in case of his absence or inability to
act. upon the Vice-President or the Sec
retaryTreasurer.
ARTICLE IV-The objects and pur-
poses for which this corporation is organ
lied and the nature of the business to be
carried on by it, are declared to be:
To carry on the business of manufac-
turing itself, or through others, drugs,
liniments, compounds, blends, proprietary
medicines, chemicals and all drugs, medi-
cines and liniments Of whatsoever kind
and nature; to acquire by purchase or
otherwise formulae for drugs, liniments,
compounds, blends, proprietary medicines,
chemicals and all drugs, medicines and
liniments Of whatsoever kind and nature
in combination or otherwise; to acquire
by purchase or otherwise trademarks; to
acquire by purchase or otherwise any
subsequent improvements or extensions
of said f0rmulae and trademarks, as well
as any other patents, f0rmulae, trade
marks or extensions or improvements
thereof 1t may see fit to acquire; to carry
on the business of manufacturing itself,
or through others, of patent and prOpri-
etary medicines; to grant licenses for the
use of said formulae, patents and trade
marks; to acquire by purchase or other
wise real, personal or mixed property,
and to sell, lease, mortgage or otherwise
dispose of same; to execute and enter into
all contracts and generally to do and per-
form any and all things necessary and
incidental to the objects and purposes
and business for which this company is
organized.
ARTICLE v-The capital stock Of this
corporation is hereby fixed at the sum of
ten thousand dollars 100000, divided into
one hundred shares (1O0) Of the par value
of one hundred dollars ($1OO) each, Of
! which five thousand ($5,000), or One-half
of the capital stock, has been subscribed
for; which stock may be issued full paid
and non assessable for cash, or for prop
erty transferred for value or for services
actually rendered to said corporation
| Said capital stock may be increased to
twenty thousand dollars ($20yOO0).
ARTICLE Wall the corporate powers
| of this corporation shall be vested in and
| exercised by a Board Of Directors con-
| sisting of three stockholders, the majority
| of whom shall constitute quorum FOL
| the transaction Of all business. The first
/ u
the following stockholders: DR.. Henry c
Hornung, residing at 1854 Laurel street
New Orleans, La, and Morris Dlugach
| residing at 800 Carondelet Street, New
Orleans, La. and Joseph ]. Thompson, Jr.
residing at 528 So. Dorgenois Street, New
Orleans, La, who shall hold their Office
antil the LIST day Of December, 1920, Oh
until their successors have been duly ap
pointed and qualified.
The first officers Of this Corporation
dent. Morris Dlugach, vice-President AND
Treasurer, who shall hold their Office unit
| the LIST day of December, 1920, or unit
| their successors have been duly appointed
| and qualified.
In case of the resignation or death 0
any of the directors, during their tern
of office, the said remaining director
shall appoint and fill all vacancies from
among the stockholders.
On the list day Of December, 1920. un
less said day be q Dies non. then in sucl
case on the first succeeding judicial "a.
and annually thereafter, an election 10
directors shall be held at the Offices Of tn
| Company under the supervision OF thre
/ commissioners. Notice for annual meet
ings and for stockholders meetings shal
be given by the Secretary treasurer, = !.
depOsting a written notice In the post
office. properly addressed to him, at leas
Is days before said meeting.
All stockholders shall vote at all stock
holders meetings by a ballot, and ma
jority Of the stock present shall cover
on all questions, save as otherwise pro
vided by law. Each share of stock sha
be entitled to one vote, either in perso
or by written proxy.
4 ARTICLE vII-This Act Of Incorpora
ton may be changed, modified, or amend
ed, or this Corporation may be dissolved
with the assent Of tw0-thirds Of the car
ital stock issued at a meeting OF Tn
, stockholders convened for that purpos
; after thirty 500 days prior written motto
! of such meeting shall have been mailed
, the last address Of each stockholder
the Secretary-Treasufer Of the Compan!
, and should at any meeting 1t be decide
to dissolve the Corporation, either
limitation Of its charter or Tor any otne
, cause, its affairs shall be hquidated 0
|, three (3) commissioners to be selecte
: from among the stockholders. Said con
! missioners shall remain in offce until II
!. affairs of the Corporation shall have Dee
Inundated. In case Of the death or an
, | of said commissioners. the survivor
survivors shall continue to act.
II ARTICLE VIII-No stakeholder OF IN
? CORPORATION shall ever be held liable Il
= the contracts or faults thereof, In any fu
: ther sum than the unpaid balance due
. the corporation on the shares OF stot
4 owned by him, nor shall any mere info
: mality in organization have the effect
a rendering this charter null or exposiI
q a stockholder to any liability beyond q
8 unpaid amount Of his stock. :.
I'll ARTICLE IX-The subscribers TO .
n capital stock Of this Corporation have