The herald., 1919-10-02
CHARTERS


of the State OF Louisiana. they do by these
presents form and organize themselves, and
such othr persons as may hereafter join them
as well as their successors, unto a corpora.
ton for the objects and purposes and under
the stipulations following, to-wit:
ARTICLE 1.-The name of this corporation
shall be the callahan Chemical Company
incorporated" and under such name il shall
enjoy corporate existence fur a term of ninety
nine years from date hereof, unless sooner
dissolved. accordig to law. Its domicile shall
be in the City of New Orleans. State OF
Louisiana, where all legal process directed
against it shall be served upon its President
or in his absence, upon the Vice President
and in the absence of both of said officers
upon its Secretary.
ARTICLE II-Said corporation may have
hold, lease. purchase, sell. convey, mortgage
or pledge property, real or personal, or mixed
rights, franchises and chooses in action and
stocks, bonds and securities Of other corpora
tions; 1t may borrow or lend money upon
security; it may sue and be sued, and may
have and use a corporate seal. 1t may
have and enjoy all such other rights. powers
and prerogatlveS as are now or may hereafter
be enjoyed by corporations generally, and by
corporations Of a like character. organized
under the general and special laws Of this
state.
ARTICLE III.-The objects and purposes
for which this corporation is organized agd
the nature Of the business to be carried On
by it are hereby declared to be, to manufac-
ture medicinal oils, creams, tonics and other
preparations and chemical, medicinal OF
toilet substances OF any kind or character
TO buy, sell, and generally deal in such ar
uClcS, either wholesale at retail; and gen
orally TO do any and all acts and things that
may be necessary, convenient, or incidental
to the carrying out Of these purposes.
corporation Is hereby fixed at five thousand
dollars (S5,O0000, divided into and repre-
scented by five thousand shares of the par
value of One Dollar (SI.OO, per share. with
the right to increase the said capital stock TO
not more than fifteen thousand dollars Sis
0pO0, upon complying with the requisites
OF the law. The subscriptions set opposi- e
the signatures of the subscribers to this chl--
te- show that the entire amount of the cap.
tai stock has been subscribed and the said
subscribers hereby declare and warrant that
the entire amount of the said capital stock
has been paid into the Treasury of the cor
pooration in cash before the signing of this
Charter
ARTICLE V.-The business and affairs OF
this corporation shall be managed and con-
Quoted by a Board of Directors consisting
Of three stockholders; Messrs. John Gala
han OF New Orleans, La; Alfred s. Wade,
OF. New. Orleans La, and Alexis NJ. Schwt-
ALA, of New Orleans, La, shall constitute
the first board of directors who shall hold
office until the third Monday in August,
elected and qualified. On the third Mon.
day of August 1920. and annually thereaf,
ter, an election for the Directors shall be
held at the office of the corporation in the
City OF New Orleans, after notices have been
given to each stakeholder, mailed at least
ten days prior thereto.
AT all elections the stockholders shall be
allowed one vote for each share of stock that
has been standing in his name on the books
o 1.-THE corporation for ten days prior TO the
meeting. In case of a vacancy occurring
from any cause in either the Board of Di-
rectors or among the officers. the vacancy
shall be filled by the remaining Directors by
the selection of a stakeholder TO fill such
vacancy, who shall hold office until sue
cessor is elected, until the next annual
meeting.
ARTICLE VI.-The officers of this corpora
ton shall consist of President Vice Presi.
dent, Secretary and Treasurer The offices
OF Secretary and Treasurer may be held by
the same person. Until the third Monday in
August 1920, or until their successors shall
have been duly elected and qualified, Mr.
John Callahan shall be President, Mr. AL
fred 5. Wade, shall be Vice President, and
Mr.. Alexis NJ. Schwitalla shall be Secretary.
Treasurer. On the third Monday in August
1920, Immediately after the annual stockhold-
ers meeting, and annually thereafter, the
Board of Directors elected at such annual
meeting shall select from their own number
the President, and Vice-President, and from
among their own number or from among the
stockholders, Secretary and Treasurer.
ARTICLE VII-Two members of the
Board OF Directors shall constitute quorum.
said Board may adopt code of bylaws and
a seal. and amend or change the same at
their discretion. 1t is especially stipulated
that the powers hereby delegated to the said
Board OF Directors and to the officers of this
corporation are limited as follows: No
contract involving liability on the corpora.
ton to any greater extent than Five Hun
dred Dollars tS5O0O, and no expenditure of
any character involving a greater amount than
the sum of Five Hundred Dollars (S5OO.OO),
shaIl De authorized or be made or contracted
by any officer or director without the writ
ten consent signed by each member of the
Board of Directors; and in each case all
such contracts expenditures the written
consent signed by all of the
members of the Board of Directors shall be
spread on the minutes of the Board as a per-
nanent record OF the corporation.
ARTICLE VIII.-This act of Incorporation
nay be amended in all particulars as pro-
iided by law; or the corporation may be
dissolved upon complying with the provisions
" the statute on the said subject In the
went of voluntary liquidation, the stockhold-
RS shall elect from among their number two
IquidatOrs who shall be vested with full
bower TO settle its affairs. collect the out
standing debts, sell and convey the prop
erty, pay its debts, and divide the remain
ng money and property among the stock
holders.
ARTICLE IX-No Stockholders shall be
held liable for the contracts or faults of this
corporation, or of its officers or agents, be.