The herald., 1919-12-18
CHARTER OF THE PROPHYTOL
MANUFACTURING COMPANY,
INC.

MANUFACTURING COMPANY,
INC.
United States of America, State OF
| Louisiana, Parish of Orleans, City OF
| New Orleans Be it known, that on this
| thirtieth day of the month of October, III
| the wear of our Lord the One thousand
nine hundred and nineteen, ana OF lht
| Independence of the United States oil
| America the One hundred and forty
| third, before me, Arthur A Moreno, No
| tary Public, duly commissioned and quar-
| fled. in and for this City and the Parish
| of Orleans, therein residing, ana IN the
presence of the witnesses hereinafter
named and undersigned, personally came
and appeared the following persons whose
names are hereuntO subscribed, together
with the amounts of their respective SUP
| scriptions to the capital stock OF Int
| corporation to be formed, VINO seVerali!
declare that, availing themselves OF tne
provisions of the general laws of the
state of Louisiana relative TO tine orSahi-
zation of corporations, they have cove
nanted and agreed, and do by these pres,
ents covenant and agree, ana plnu anu
oblipate themselves, as well as such other
nersons as may hereafter become asso-
ciated with them or their successors, 10
form and constitute themselves INTO a COT
pOration and body polite in law, ana TOT
the objects and purposes ana unaer .ne
agreements and stipulations following, To-
wit:
ARTICLE 1.-The name and title of
This corpOration shall lbe the Prophytol
Manufacturing Company, inc, and by
that name this corporation Shall nave
power and authority to have ana enjoy
succession for the full term OF ninety
nine years from the date hereof; to con-
tract. sue and be sued; to borrow money ;
to make and issue its negotiable prolhls-
sorv notes or other evidences OF indebted
ness: to create debts; to make ana use
a corporate seal; to purchase ana reGel.e,
lease. hold, sell and convey, as well as
mortgage and hypothecate properly,
real. personal and mixed; to name anu
appoint such officers and agents as lhe
interest of said corporation may require;
TO make and establish such bylaws ana
regulations for the proper management
and regulation of its affairs as may De
deemed necessary, and the same 10
change, alter and amend at pleasure.
ARTICLE 1.-THE domicile of this cor
poration shall be in the City OF New Cr-
leans, Parish of Orleans, state OF LOUIS
lana, and all citations ana olner sst
process shall be served upon the president
of this corporation, or, in case OF ms ao-
sence. upon the vice-president, or, IN case
of the abrence of both of these officers,
upon the secretary hereof.
ARTICLE III.-The objects and pur-
noses for which this corporation is estab-
iished and the nature of the business 70
the manufacture and marketing OF anti
septic solutions, medical and dental prep,
arations. dental liquids, powders ana
pastes, talcum powders, massage anu
face creams. toilet articles ana olner
medicinal preparations and generally 10
manufacture and market all articles OF
like or similar nature usually mace
manufactured and marketed in like busl-
nesSeS.
ARTICLE IV-The capital stock of this
corporation shall be Five Hundred Thou
sand $500, 00OOO) Dollars, divided into
value of Ten $4,000 Dollars each, and
NAV be increased to the sum of One MIL
lion Isl 900, 00000) Dollars, DIVIDED into
One hundred thousand QO0OOOl shares OF
the par value of Ten sioool Doiian az
each. and this corporation is to be GO
ing concern when one-half of the capltal
stock of this corporation has been SUD-
scribed and paid for. Each share OF sald
stock shall be entitled to one vote, eltner
in person or by proxy, at all genera
elections or meetings of the stockholders:
ARTICLE V.-..o stockhoIder shali
ever be held liable or responsible for the
Indebtedness, faults or defaults or TINS
corporation. nor shall any mere ln1or-
maiity in the organization of this corpo-
ration shall have the effect of rendering
the charter null or of exposing the stock
holders to any liability beyond the I'M
paid balance. if any, on his stock sub
made or held to be valid and binding I'M
less made in pursuance of the provisions
of this charter.
ARTICLE vI.-This corporation shall
have all powers granted to such corpora
tons by law and shall have the power to
contract, sue and be sued in its corporate
name and to own, hold, receive, loan,
lease purchase sell and convey or mort
gage any and all of it's effects, or to hy-
pothecate its property and to do any and
all acts and things of any other kind, ma
ture or description, as may be necessary
to carry out the objects and purposes of
this business as it's interests and convent
ences may require.
ARTICLE VII.-The business of this !
corporation shall be directed by and vest
ed in board of directors of five mem |
bers, three of whom shall constitute
quorum for the transaction of business.
The board of directors as first constituted
shall be composed of Marion Allen. |
Charles W. Abbott, J. Pope Seals, A.. "
Abbott and Frank B. Jackson, and they
shall hold office until the first Tues |
day in October, 1920, and on that day and
on the same day thereafter each year
elections shall be held for directors at
the principal office of the corporation
and the election shall be held between
the hours of ten and twelve a. m. Failure
shall not dissolve the corporation, but
the directors shall hold their respective
offices until an election shall be held after
thirty days notice of the time and place
thereof given to each stakeholder.
Marion Allen shall be first President,
Charles W. Abbott shall be first vice
president and J. Pope Seals shall be first
Treasurer of this corporation.
The secretary need not be stakeholder
or member Of the board of directors and
any vacancy in that office shall be filled
by the board. Directors may act either
in person or by proxy.
ARTICLE VIII-Whenever this corpo
ration is dissolved, either by limitation or
for any other cause, it's affairs shall be
liQuidated by the board of directors, who
are hereby vested with full power to sell
either separately or in mass, and to
convey full and complete title thereto,
and shall have full power to do and per-
form all acts necessary and proper to
fully and completely liquidate the af-
fairs and distribute the proceeds, IL any, |
among the stockholders of this corpora |
ton to the amount Of stock held by each. |
ARTICLE IX.-This act of incorporation !,
nay be amended, altered and modified /
,r this corporation dissolved in the man
her provided by law.
Thus done and passed, in my notarial
,ffice in the City of New Orleans, State
irst above written, in the presence of
Izelie Bennett and Ruth NJ. Seller, COM
etent witnesses, who hereunto sign their |
ames, together with the parties hereto
nd me, Notary, after a reading Of the
hole.
witnesses: Azelie Bennett. Ruth M:
eiler.