The herald., 1919-05-01
CHARTER

Constitute corporation for the objects and
purposes, and under the stipulations herein
/ alter set forth, and certify as follows:
ARTICLE 1.-The name of this corporation
! shall be The WIunsco Company, lncoTpo
rated and that by that name It shall be
/ known and enjoy succession Tor the term
| II uinety-uine years from TINS da,e Unless
sooner dissolved. As such II shIl nave
/ power 10 sue and be sued, to enter into any
/ contract TO borrow money, purchase mold
/ lease sell and otherwise convey property
/ both real and personal; 10 make and use
/ 4 corporate seal; 10 name and select dITec-
/ tors. managers and agents, ana 20 e1ds'
/ bylaws, and to establish rules Tor the man
! agcment of the business OF said corporation,
! as may be necessary; and TO execute ana
issue bonds, and other evidences OF debt
/ and to secure the same by mortgage or
/ otherwise.
| ARTICLE 1.-THE domicile OF this cor
/ poration shall be in the City OF New Orleans
| in the State Of Louisiana, and all legal pro-
! cess shall be served on the President, or
in his absence, the Secretary
/ ARTICLE III-The objects and purposes
for which this corporation is formed, and the
nature Of the business TO be carried on by
II. are as follows: Same is organized tor
/ pecuniarv gain Of its stockholders; and the
! business to be engaged in may be described
! a. the manufacturing Of and distribution OF
drugs medicine and all supplies and Access
/ series generally handled and used by drug
turing and distributing syrups and soft
/ drinks and supplies OF like kind and char
acter; and further Of dealing generally IN
/ all kinds Of merchandise handled by druggists
and by dispensers of soft drinks; the buy
ing and selling of various formulas used IN
/ the manufacture and compromising OF drugs
/ medicines, and OF syrupS used in the manu-
/ faciurc Of soft drinks.
/ ARTICLE IV-The amount Of capital stock
/ IS hereby fixed at the sum OF one million
Lid Id J.,+n ton
! sand 10000 shares, OF the par value OF one
! hundred (SlOOOW Dollars each, with the
/ privilege Of increasing same u two million
! five hundred thousand tS2,So,DOuD IoIlarS $
/ in the manner provided by law. Said stock
. : To be both preferred and common. There
/ shall be five hundred thousand l$5OO1U)
/ Dollars OF preferred and five hundred thou
/ sand (S5OOOCDOO Dollars OF common. The
/ preferred stock shall be entitled 10 vote IN
/ all Stockholders meetings and is preferred
as to both dividend and asset and cumu,
lative rate OF ten per cent shall be pad
. thereon. Net earnings of the company IN
excess Of the guaranteed dividend on pre-
| fcrred stock shall be distributed between
preferred and common stock. Inc common
stock shall contain voting rights but shal
not participate in the net earnings OF me
company until all preferred stock dividend:
shall have been paid.
! ARTICLE N-The management OF tht
business OF this corporation shall be vestel
. and exercised by 4 DOdTu OF NOT 4SSS ND
three nor more than 1--WE Directors. lht
b number elected at first annual meeting shall
, constitute the number for the year, all o
, whom shall be stockholders, to be electe,
at the annual meeting OF stockholders, hel'
= on the second Wednesday in February o
each year. beginning with the year 1920
, Said election shall be held upon ten days
notice duly mailed to each stockholder a
! his last known place OF residence Ia
election Of directors shall be by ballot, an'
L. = l. h., Id t-ati
for each share Of that class of stock owned
, and a majority OF all votes cast shall b.
{ necessary to an election. Any vacancy oc
curing in the board shall be filled by tn
p remaining members thereof. lmtnedlatel.
, following the adjournment of the FIRST an
. nuaI election. said board shall hold meet
ing and organize by electng a president,
. secretary and treasurer, and may elect on
r or more ce-presidents; and all such OF
icers shall hold for one year, and unit
their successors are elected.
= ARTICLE VI.-The board of directors t
. manage the business of this corporation 70
! the first year are as follows: II. p. Everett
whose post office address Is Americas. Geor
: gia; W. r. Stewart, whose post office ad
5 dress is New Orleans, La; and X. A
Georgia. They shah hold office until tn
r second Wednesday of February, 1920, or un
til their successors are elected.
; ARTICLE NII.-These articles may b
modified or amended, or this corporation ma
be dissolved when a vote OF three-fOurths o
, the capital stock represented at a genera
! meeting held for that purpose, after thirt
: days previous notice shall have been give
in two or more newspapers published in tn
T. City of New Orleans and the City of Shrevt
port. said State. shall SO direct.
ARTICLE VIII.-On the dissolution Of thi
corporation by any method known TO law
, its affairs shall be liquidated by three con
, missicners. elected by the stockholders d
. q meeting called for that purpose, after thirt
days previous notice shall have been give
> by advertising in two or more newspaper!
publ shed both in the City OF New Orlean
. and the City of Shreveport, said State;
: majority amount of the capital stock of tn
. corporation shall be required 10 elect. eac
! share being entitled to one vote in perso
: or proxy. Said commissioners shall renal
in office until the affairs of said corporatio
, shall have been fully liquidated and /
| case Of death of one or more of said con
N mlSSioners, the vacancy shall be filled b
y the votes of the surviving commissioners
!; ARTICLE IN.-No stakeholder shall eve
u be held liable for the contract fault or d
fault, Of this corporation in any manner,
/ IN any further sum than the unpaid balanC
. due on the shares of stock owned by hin
- any mere informaities in its organzato
shall not render this charter void, nor sha
It expose any stakeholder to any liabilit
beyond the amount due this stock.
ARTICLE N-This corporation shall hay
power and authority to enjoy succesSo
. by its corporate name for the period
l. ninety-nine years; and it shall commence i
business operations as five thOusar
y 5000 shares of the capital stock shall hay
lie been subscribed for, and fifty per cent.
re that subscribed for shall have been paid i
D. ARTICLE NI.-The bears of directors sha
te have power to establish stock transfer age
i cies in the City of New York. New Yor
IS and in the City of San Francisco Californi
r. under such reasonable regulations as ma
l. be prescribed.
a. Thus done and passed in the City of Ne
i Orleans, said State, in the presence of Geori
5 II. Terriberry, and Frazier L. Rice witness
, OF lawful age, residing in New Orlean
u Louisiana, who hereunto sign their nam,
ID together with those of the incorporators ar
= my own name. as Notary on the date al
N year first mentioned
Witnesses: Geo. II. Terriberry, Frazi,
L. Rice.
Original Signed (Names of subscribe
omitted)
w. w. YOUNG.
Notary Public.
l, the undersigned. Recorder of Mortgage
in and for the Parish of Orleans, State
Louisiana, do hereby certify that the abo,
and foregoing act of Incorporation of tt
Winnsco Company, Incorporated, was tn
day duly recorded in my office, in Book ~
Folio 100.
New Orleans. March 18th. 1919
(Signed EMILE J. LEONARD, by.
A true cODy.