The herald., 1919-04-17
CHARTER

New Orleans, State OF louisiana, ana an
citation and other legal process snalt DC |
the ice-President and in the absence Of
both on the Secretary treasurer.
ARTICLE III.-The objects and purposes
for which this corporation IS organized ana
he nature of the business 70 be carried on
by il are hereby declared to be: to mahulac-
ture, deal IN and sell rubber stamps steuC!ls'
seals, dies, inks and other Things anu "d'Ss
Of similar character, and SeherdiiE 70 w
and engage in any other business, uhue'-
taking or enterprise connected WITH growing
out Of. germane or incidental to any OF the |
objects and purposes hereinaoo'e SCI '''''i u
ARTICLE IN.-The capital STOCK OF Ille
corporation is fixed at the sum OF rive lhJu-
sand Dollars. divided into fifty shares Of me
mar value OF one hundred dollars each ~"
Transfer OF stock shall be binding upon the
corporation unless made upon its books ano
all certificates Of stock shall be sigHed by
such officers as may be designated oS III
Board Of Directors. ms COrpJtdllot S"1t' ,
have the right to increase ITS capital s;otN
n the further sum Of Twenty Thousand Dol-
lars. 10 be divided into shares OF one nun,
dred dollars each, provided sara lhCL5ase
The capItal stock shall have been autAoIt%TTi
by the stockholders at meeting 10 De Heif
pursuant to the provisions OF ArucIe u
"A,RTICIE V-Au the corporate powers OF
-ba rn01nauy shall be vested H. ana INC
,r,rayeuient and control 0t ITS affairs SAdI'
he Exercised by a Board OF Directors com
n,,ed of SIX stockholders. the memoe'>nIP
- which may be increased to number hol
,xceoding four bv the Board OF Directors al
any al its regular meetings. n maJorIy o1
HE directors shall constitute qrD' u"i 10
me transaction Of all business. Inc ul'eI.
- shall he elected annually by Da4ot, Oh
u So. dav IN March IN each yeaT. Each
.tockbpldcr shall be entitled, IN person oi
Inv proxy 70 vote Tor every snare ~
! NV him. and all elections shall be heIu unIs'
~ rules and regulations as may DC uG-
,srrainrd bv the Board Il Directors, after
| i,f,cru DAYS notice by mail Of suCh eleC'io,
! shall have been sent 70 each s.oIA.'''uSt a"
! his last known address. he directors '.u'
| sIarted shall continue in office Tor one year
| - nil their successors have been du'y
| aiarted and qualified. No failure 70 eleSl
| lL,lI he regarded as a forfeiture Of 'ltS
! charter. Any vacancy oCCuIl.ns ", a.
| hoard shall be filled by the remaining u
r De, for the unexpired term; rs said
| hoard shall likewise elect the duut Una
.,,e,,bers in case they should determine 10
| increase the number OF said D'a'u'r -.
haard shall at its first meeting atter us
| sIe.tio, nominate out of Its NUMBER d
| prss;drrt A Vice President, Secretary anu
| Tre,sTrer Said Board OF Directors
| Shall have the right 10 appoint anu u 49,.
sncb clerks. managers and other elt-
nISyees of the corporation as conditions may
| ,ustify or the business OF the CorpoI 1''o',
NAV require The tenure OF Office OF an
the employees OF the corporation sH1 ~;
during the pleasure OF the Board OF DlLeTI
tors ANY of the directors or otilceFs sIai'
- Lo'S, ,te +;gbt 10 appoint by written lnstru-
,mant another director stakeholder 10 aCi
as his proxy and IN ms s 81 $3.50 al 1 anu
kRTICIE Vino sale or other transfer
~ shares OF stock in this corporation sAdit
ne valid until and unless the 0PpoiI tu''t =,
has been first afforded the Shareho'ueiio ~
rrrord at the date OF such transfer saie .!
nIher alienation, to purchase such stock a.
hoax value, plus ten per cent tne Ea'ue -
he ascertained in the manner heteIh SUI
| scribed The right to acquire said sIoSN
bsrebv first vested in the other stockholders
NJ record shall follow the stock INFO any
hands to which it may pass ana may oG
ercised against the holders Thereon Tl'"Ln
| f;ftaer days from the time any SAFE OF
transfer thereof has been offered to De en-
| tered on the books OF the corporation,
| shaT he the duty Of any holder OF stock ~
This corporation who intends or desire 10 SCI:
the same, to give fifteen days nouee os
| srrb intention or desire to the board oi
| Directors Of the corporation. who are heIe
bv constituted agents OF the oIhet SUI
| holders for the purpose OF such nouce, a.a
| Ia hoard of directors shall give immediate
information thereof, IN writing 10 an NlN
other stockholders Of record. before lhe e
| piration of the fifteen days from the leNelpt
| ~ said notice by the board OF directors, any
| STAKEHOLDER of record may offer to purchase,
| and may acquire the right to purchase saiu
stock by notifying the board OF dfeclols IA
| writing and thereafter shall deposit tue pr
nt
| an or before fifteen days from the date last
| mentioned Upon receipt OF the first men,
| toned notice, the board OF Directors sTdii
| advise the person owning salu S'oSAi M
| agent or representative, to JOIN said Doaru
in fixing the value of said stock, whlcn 'dlue
| shall be established on the basis OF the las!
| annual or semi-annual statement OF fePoItI
| NJ the corporation and the last monthly trlal
| reliance preceding the date of such notice,
and to the value thus found and established
there shall be added ten per cent ana tlle
sum thus found and established shall con
stitute the value and price OF salu sIGeH
If within twenty-four hours after such no
tice the owner, his agent or representative
does not Join with the board IN establish
ing the price or value OF the stock, the
hoard NAV proceed without further delay 70
fix the said value, using the report and
| trial balance aforesaid for that purpose
which writings are declared to be conclusive
evidence for and against all parties IN IN
| terest in the premises, whether the Vaiue Is
I | cstabli shed by the Joint act OF the owner,
hrs agent widow, heirs or representative
or by the board of directors acting IN detaul'
I of the cooperation OF SAID person OF persons
l | Upon receipt of the otter or acceptance OF
Y any shareholder to purchase said stock and
: upon obtaining guarantee satisfactory TO sao
board for the price thereof, the Doafd Oh I'll
r rectors shall thereupon give notice tnereol u
n the owner of the stock, his agent or represen
A tatiye, and before the expiration OF the perlot
$ of fifteen days aforesaid, shall call In tht
| certificate or certificates representing sucf
: | stock ana pay tle price VI diuC LS ca
e cause the same to be transferred on fh'
!. books to the purchaser. The preference op
n ton and right to purchase heretofore vested
r by paragraph first IN the other snareholaei
= shall exist in full force and effect in thei
Is favor oacquire the shares OF stock OF th
r. deceased stakeholder, and the tormalitle
and course of procedure, the terms, condi
7 tons, stipulations and delays hereInaboy
established in said paragraph shall apply II
/, all respects to the procedure to be allowet
4 in case of death. Immediately upon receip
a of information of the death of any share
= holder, it shall be the duty of the board o
h directors to cause the necessary steps 10 b.
/ taken to carry out and enforce these pro
! visions
,. The preference, option and right o
= purchase hereinabove established shall rul
!. in favor of each shareholder of record TO
his virile share in proportion to his existing
holdings in the stock, but should any share
holder fail to exercise his right in this re
% | gard. his right shall pass to and be absorbed
6 by the other shareholders, provided that the
= owner his widow, heirs or legal representa-
: tves as the case may be, shall not be-
. obliged to deliver said stock unless the offer:
: to purchase the same shall include and cover
u the entirety of the offerings under para
graph first or all of the offerings under para
| graph second. All certificates of stocl
K shall bear upon their face brief reference
" to the rights herein established in favor Of
l. the stockholders
ARTICLE VII.-No stakeholder shall ever
| ne held liable or responsible for the con
tracts, faults or debts of said corporation
nor shall any iuformahty in its organi
Il r