The herald. [volume] (New Orleans, La.) 1905-1953, 1919-02-20
CHARTER.

stock may be increased is hereby fixed at
the sum Of Fifty Thousand Dollars; the said
stock shall be issued only Tor cash or IN
payment OF property services actually re-
ceived by or rendered u SAID corporation;
said stock shall be fully paid for At the
time OF its issuance and thereafter be non
assessabie The parties hereto hereby sub
scribe for the number Of shares Of said CAPT
tai stock set opposite their respective sig
natures hereto. that this act Of incor-
! po7ation shall also serve original sub
ScTiptlOn that. as will appear from their
subscriptions, Philip Rothschmitt and Peter
| Rothschmitt have each subscribed Tor fifty
| shares Of said capital stock and which shall
| be paid or by the conveyance and transfer
by them, with full warranty Of title 10 the
! corporation, Of the business. property and
good will OF the firm Of Rothschmitt Bros,
| of which they the sole members; a par
| ticular description Of the property 20 be con.
veyed with the valuation thereof is attached
| to and made part OF this Act OF Iucorpora-
| ton for future reference.
| No present or future stockholders shall
| ever validity sell, assign, or transfer. other
| than by inheritance, any Of the capital stock
OF this corporation until the same shall have
| been first offered 20 the remaining stock
holders Tor the benefit OF those stockholders
who may desire to purchase the SANG.
| through the Board of Directors for a period
| Of ten days, at the book value OF such stock
| as shown by the books or the corporation
on the Slst day OF December preceding the
date OF such offer 1t shall be the duty Of
| the Board OF Directors, promptly upon re-
I ceivlng 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 stOckheiurrS shall be en-
titled to purchase such proportion of the
stock offered for sale as the number of
shares owned by him bears to the number Of
shares owned by all other stockholders de-
| sirlng n participate in the purchase No
| sale under foreclosure, attachment or other
process or by virtue OF any power Of at
| toTns,y. pledge or. hypothecation, shall be
vahdiy made until the foregoing require
ments have begin complied with by the per
| son or persons, firm or corporation provOk-
ing such foreclosure sale. The Board
OF Directors shall have authority. however,
| to waIve the above requirements as to any
! paruular hypOtheCdtIOn pledge Of stock
| by resolution adopted at regular meeting
Of the Board or at a meeting attended by
such, resolution being adopted in advance
OF the pledge or hypothecation
ARTICLE N.-All the powers Of this cor
Porat0n shall be vested in and he exercised
by Board of three directors The said di-
/ rectors shall be bona fide stockholders and
shall each own at all times one full paid
non,pledged share of stocks The first Board
! OF Directors as well as the officers of the
corporation, shall consist Of: Peter Roth
schmitt, whose residence is New Orleans.
/ La who shall be President; Mathew Bauer
! whose residence is New Orleans, La. who
shall be NicePresident and general manager:
Philp Rothschmltt, whose residence is New
Orleans, La, who shall be Secretary Treas
/ urer.
The above named board of directors and
/ each succeeding board shall continue to
hoId office tor one year, until their sue
cessors are elected and qualified. Failure
/ to elect directors at the annual meeting as
well 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
U al al
/ persons 10 be hereafter elected Directors
/ tor subsequent years SHAH seIect from their
/ own number President, a Vice-President
and General Manager, a Secretary Treasurer
/ ne Board Of Directors may from time 10
! time, and as the business of the corporation
may dictate, combine any two of the above
offices in one and the same person, except
that OF PRESIDENT and Vice President. On
the first Tuesday of February 1920, and each
year thereafter the stockholders shall elect
| board OF Directors for the ensuing wear; the
Board OF Directors we'll as the officers al
ready installed shall continue in office until
their successors elected and qunliied
The election of Directors shall be bv ballot
and the persons receiving the majority of
votes cast shall be declared elected For
eieGtlng Directors, or for any other purpose,
each share of stock shall be entitled to one
vote, whether present or by proxy but no
fractional share of stock shall be entitled TO
vote. A majority OF the Directors voting at
any one time, IN person or by proxy, shall be
]
| bylaw, and with, when so adopted shall be-
come valid corporate acts. In case of vacancy
on the Board or among the officers from any
cause the remaining members of the Board
shaii nave the power to fill such vacancy
| Said Board of Directors shall have the power
to enact such bylaws. rules and regulations
as IN their opinion, may be necessary and
proper Tor 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 by the
Secretary and may be served personally or
| deposited IN the mail addressed fifteen Q5)
days before such meeting is held and directed
to each stakeholder at his last known address
as the same shall appear on the books of the
corporation, unless said notice is waived in
writing by all of the stockholders appearing
upon the books. AT all meetings of stock
holders majority of the votes cast shall
be sufficient to elect or decide all questions
voted upon, except for the alteration, amend.
| inent or the dissolution of the corporation.
ARTICLE Widths act of INCORPORATION
may be altered, amended or modified, or
| the corporation dissolved by vote of two
! thirds in amount of the capital stock rep
resented at a general meeting of stockholders,
called for that purpose, after notice as pro-
vided in Article VI. of this charter: and
| IN case of dissolution of the corporation
the stockholders at such meeting shall elect
three 80 Liquidating Commissioners who
snail have entire charge of such liquidation.
with authority to sell and dispose Of the
| assets OF the corporation, and to fill vacan.
cles occurring in their number.
| ARTICLE VIII.-No stakeholder shall
ever be 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 informality in
organization have the effect of rendering
/ this charter null, of exposing a stock
holder to any liability beyond the amount
of his unpaid stock.
| Thus 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
| their names, together with said appearers
and ne. the Notary( after due reading of
| the whole.
! Witnesses: F. Eisler, Burt W. Henry
| Original Signed Peter Rothschmitt. 50
| shares; Mathew Bauer, % shares; Philip
Rothschmitt, so shares.
CHAS. F. FLETCHINGER,
! Notary Public.
| l, the undersigned, Recorder of Mortgages,
| that the above and foregoing Act of Incor-
poraton of Rothschmitt Bros. Baking Co.,
| Inc, was this day duly recorder in my
office, in Book 1872, Folio -.
! As witness my hand and Seal, at New
| Orleans, La this 18th day of January 1919.
| (Sisne0 EMILE J. LEONARD, by. R.
| A true copy. -
CHAS F. FLETCHINGER,
Notary Public.
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