The herald. [volume] (New Orleans, La.) 1905-1953, 1919-09-04
\. d. DANZIGER.
Notary Public
CHARTER OF D. v. JOHNSTON COM
PANY, INC.

CHARTER OF D. V. JOHNSTON COM
PANY, INC.
United States Of America. State Of Ior;..
lana, Parish OF Orleans. CITY Of Nryv o.
. .J he It known, that on this twenty
third day of the month Of August in he
year one thousand nine hundred and nine
/ teen before me. Henry T. Dart, IT.. 10.
| tary Public, duly commissioned and s,yar,,
IN and for the Parish Of Orleans and civ
OF New Orleans. therein residing ners,1-
ally came and appeared the persSns vLo.a
names are hereuntO subscribed who declared
mat: awaiting themselves OF the PROVISION
| OF the laws OF the State, relative to the or.
ganization Of corporations. they have cav
nanted and agreed. and do bv tLese mes.
| entS covenant and agree, bind 'orm and con
Stitute themselves, as well as such othrr
persons who may hereafter join or become as
Sociated with them, into corpora.Ion and
body polite in law for the objects and mr.
poses and under the agreements and stipu-
| iations following, to-wit:
ARTICLE 1.-The name and title NJ This
| corporation shall be, ID. V. Johnston Com
pany, incorporated, and under its cOrDorate
Ildhe II snail nave and enjoy existence and
succession tor the term OF one hundred wears
| from tins date, and all the rights. advantages
ana privileges granted by law to corpora
uohS' including power TO contract sue and
DC sued IN ITS corporate name; to make and
use corporate seal and the same to break
| ana alter at pleasure; to hold. receive pur.
| chase. convey, mortgage. hypothecate and
pledge property, real and personal: 10 issue
| bonds notes and other obligations; 10 have
| ana employ managers. directors officers
| agents and other employees as the inter.
ests and convenlenCeS of the corporation NAV
| require; and TO make and establish such COM
| nlI'eeS and to create such bylaws, rules
| ana regulations for the corporate management
/ and tor control of the affairs of said corno.
ration as may be deemed necessary and ex.
| pedient.
! ARTICLE II-The domicile of the cor
! poraton shall be the City of New Orleans
State OF louisiana. Citation and other legal
IN his absence or inability to act from anv
cause Whatsoever upon Vice President or
| the Secretary Treasurer.
| ARTICLE III.-The objects and PURPOSES
OF tins corporation are 10 engage in a gen
eral brokerage business in building materials
ana accessories thereof; to deal and operate
al wholesale and retail principal, agent
| on commission otherwise, in lumber
! pflGES' SAND, cement, stone. gravel and gen
| orally all materials used in the construction
! ana erection OF buildings and other structures
10 own, operate and conduct buildings, mills.
| machinery, tools and appliances for the uses
| ana purposes OF the business and the same 70
change, alter, substitute. sell and hypothe-
cate at VIII; and generally to do and per
form all things needful necessary, proper or
useful for the accompl shment of the pur
poses OF the corporation. The whole in the
State OF Louisiana, the States. Territories
ana Possessions of the United States. and in
| foreign states and territories with the right
to have offices and places of business and
representatives. in any or all of the same
a change OF the objects and purposes of this
corporation may be made by the vote of all
the stockholders at meeting called for that
purpose.
ARTICLE IV.-The capital stock of this
corporation shall be Twenty Thousand (S2O
UnGO Dollars, divided into Two Hundred
(ZO) shares of the par value of $1,000 each;
Which SAID stock shall be paid for in cash
The capital stock may be increased to Fifty
Thousand ($50,m0O0) Dollars, by vote Of
| two-thirds OF all of its stock at meeting
OF the stockholders called for that purpose
o.. No stock shall be sold or transferred
until an opportunity is first afforded ali
other stockholders of record to purchase said
| shares OF stock at book value as shown by
the inventory preceding such notice: written
! notice shall be given by the owner to the
board OF Directors for the use and benefit
OF such other stockholders; it shall be trans
mitted without delay by the Board 10 them
and must be accepted within thirty DAYS
from receipt Of the Boards notice and paid
Tor IN cash within ninety days from such
notice. The stockholders shall have the
right to buy said shares in proportion to
their holdings and any shares not taken in
proportion may be taken by the other share
holders Failure of the stockholders to buy,
limit, release the stockholders from the eff
feet of this provision.
(0 Whenever any stakeholder whose hold
| lngs together with those of his surviving
wife or children, if any, shall aggregate
twenty per cent or more of the capital stock
of this corporation shall die, his successors.
heirs or legal repre- Sentatves will have the
right to tender the whole of the stock Of
this corporation owned by said deCedent and
his surviving wife or children, If anv. to
10 SeI nv he hpiI do
at the price set out in the first paragraph
hereof. 1t shall be the duty of the Board
Of Directors to submit the said offer 10 the
| stockholders, and If within the time here
inabove prescribed. the offer shall not be
accepted and the stock purchased, then the
said successors, heirs or legal representatives
shall have the right to demand the dissO-
luton and liquidation of the corporation and
in default to apply TO any court of competent
| jurisdiction for dissolution of this corpora
ton and the liquidation of the same. any
law to the contrary notwithstanding, saving
always, however, the right TO the said cor
poration in answer to said proceedings to
dissolve and liquidate in the manner pre-
Scribed by the law of Louisiana.
90 No stock shall be held in this corpora
ton by employees, who not officers, ex-
charter or which may be transferred with
the consent of the Board of Directors TO such
employee at the time of during employ
ment. Whenever such employment ceases
through death, resignation, dlSinlSSal or otner-
wise, the Board of Directors shall call the
stock of that person for transfer to the
other stockholders as provided in this char
ter, but the price to be paid shall be book
value as per inventory last preceding such
call; the said price shall be paid in cash
within sixty days from such call. No stock
held or controlled by such employees shall
participate in any new stock hereafter au-
thorized and issued or in any stock hereafter
to be issued when sold under the preceding
| Drovi SionS unless with the consent OF the
Board of Directors expressed by resolutions
entered on the minutes. For the purposes
of this Article, the inventory and books shall
be closed as of June 90, and December 81, in
each year from and after December 81, 1919.
The substance of the foregoing provisions
shall be stated briefly and succinctly in or
on the face of each certificate of stock and
this shall be conclusive evidence and notice
to all persons dealing Herewith. The Board
of Directors is hereby constituted the agent
of the stockholders for the purpose of enforc-
ing and carrying out the foregoing provisions.
-.