The herald., 1919-05-08

CHARTER OF THE CLEO COMPANY,
S;Ae Of Louisiana. Parish Of Orleans. City
81 New Orleans. BE il known, that on tins
18th day Of March in the Year Of Nineteen
Hundred and Nineteen. and Of the Indepen-
deuce OF the United States Of America the
One Hundred and Forty third; BEFORE me.
Warren Vernon Miller, Notary Public. i'm
and for the Parish OF Orleans. Louisiana,
and IN the presence OF the witnesses herein
after named and undersigned, personally
came and appeared, the several persons
whose names are hereinafter subscribed
all OF full age, who declared unto me, No
taTy, that availing themselves Of the laws
of the State OF Louisiana, relative to the
organization OF Corporations. and particularly
OF Act No. 267 Of the Acts OF the General
Assembly for the State OF Louisiana for the
year Nineteen Fourteen; they do by these
presents. contract. agree, covenant. stipula,e
and bind themselves. as well as such per
sons as may hereinafter become associated
with them, TO form and constitute a corpora
ton and body polite in law for the objects
and purposes. and under the Stipulatiors
hereinafter set forth:
ARTICLE 1.-The name and title of this
Corporation shall be The Cleo Company Inc
and under such title. II shall have and en-
| JOY succession and existence. for a period
! OF nnety-nine years from date hereof; it
shall have the power and authority to con
tract, sue, and be sued. to make and use
corporate seal, the same 10 break and alter N
!
| mortgage or hypothecate. or pledge property.
real, personal mixed and for the purpose
Of carrying its business. to make and
issue notes and other evidences Of indebted.
ness: to name and appoint managers, clerks
pr other employees, for the proper conduct
NJ its business, and to discharge same At
its pleasure; to make and establish such by
laws. rules and regulations. as may be found
necessary and desirable for the management
Of he affairs Of the CorporatiOn; and ger.
orally to do all and everything. act or deed.
Tor the complete. and proper conduct OF said
business.
ARTICLE 1.-THE domicile Of this cor.
pO~atiOu. shall he in the City OF New Orleans
State Of louisiana. where all citations and
other legal process shall he served upon the
President, Or in his absence upon the Vice
President ~ in the absence Of both. Presi-
dent and Vice President upon the Secretary
ARTICLE IIT.-Thc objects and purposes
n this Cooperation, and the nature Of The
business ~ be carried on by l.. are hereby
declared tn BE IS follows. to-wit: To manu-
taCture create produce and develop. toilet ar
ucrN, pertumcrv. cosmetics and r0Iges ~
all kind, mad descriptions; 20 purchase. and
sell. t1lle' articles rougcS. cosmetics and
pc~'unery and all othe- articles incident
thereto To purchase and acquire formulas
and patent rights, copyrights and trade
marks; and sell same. or % use same in con
4eg''o1 with. and in the conduct Of It's bust
ness. To act as agents for the sale Of ar
'ices. dealt in by the Corporations To pur-
chase and acquire business or corporations
engaged in the manufacture and sale ~
toilet articles. or other articles dealt in BY
his corp pratl1n: t0 erect and construct build
iugS, and install machinery for the efficient
production Of the goods. wares. merchand e,
ard articles - he made and produced by
this corporation. and generally to do any
and all things necessary, incidental to. ger
name, D. connected with the proper CARRYING
out Of the objects and purposes of this cor
p0ration.
ARTICLE IV.-The capital stock Of this
corporation is hereby declared to be 100000
divided into 10000 shares Of the par value Of
5000 each. ard il is authorized upon com
plying with the law. to increase the capital
stock TO the sum Of Five Hupdred Thousand
Dollars ($00,Oo0). There Shall he two
classes OF stock. Common and Preferred.
The Preferred stock is hereby fixed at Is
O00 shares Of the par value nf 5000 each.
which said Preferred stock shall be paid by
preference and priority over the Common
annum cut Of the earnings Of the Corporation:
the said Preferred stock shall be paid and
retired. by preference and priority over the
common stock. whenever the corporation is
liquidated After the Preferred stock has
been paid. the Eight percent CSG,) dividend
PEI annum out Of the earnings Of the Cor
poration of the remaining profits. if any. the
Board Of Directors may in their discretion
declare further dividends. to either. the
Common or Preferred stock. The Common
par value Of $1,000 each. The scontrol. man
agement, and voting power Of this Corpora
ton is hereby vested and lodged in the own
ers Of the Common stock; the Directors shall
be selected by the owners Of the Common
stock, but the Preferred shareholders shall
be entitled to representation on the Board
of Directors: a preferred shareholder when
elected the Board Of Directors. shall have
equal voice ard authority with directors who
own Common stock. The Board of Directors
in selecting officers from their number may
elect members of the Board. irrespective of
whether they own common stock not.
This corporation reserves the right at any
time, TO retire or redeem all or a proportion
Of the preferred stock issued by it. by pay
ing the owners of record, out of the net pro-
fits or surplus, 4 price not less than par
value of said stock and dividend for the
current year. II the retirement redemp
ton OF said Preferred stock shall be only
a proportion of the total issue of said Pre-
ferred shares. said redemption shall be on a |
pro-rata basis.
ARTICLE V.-No certificates of stock
shall be issued or delivered, unless same is
fully paid for in cash, or for property, or for
labor done. for Formulas or Patent rights
or Trade Marks acquired: stockholder
shall ever be held responsible for the faults.
contracts. or debts of this CORPORATION in
any further than the unpaid balance due
the corporation on shares Of stock, subscribed
for bv him or her: nor shall any mere in
formality, in the organization have the ef-
feet Of rendering this charter null and void
Of exposing a stockholder TO any liability
whatsoever. other than above; nor shall any
stock duly issued be subject to assessment.
This corporation shall become a going con
Germ and commence doing business as soon
as onehaf of its capital stock shall have
been subscribed for.
ARTICLE NI--All the corporate powers
Of this Corporation shall be vested in and
exercised by Board of Directors, composed
Of five (5) shareholders, who may own
either Common or Preferred stock. three of
whom shall constitute a quorum for the trans
action of the business OF the Corporation;
the first five directors of this corporation
shall be elected at a stockholders meeting
composed OF the owners of Common stock to
be called for that purpose. within five (5l
days, or sooner, after the date of this act
of Incorporation. The directors then elected
shall hold office until the second Monday
nf January. in the year Nineteen Twenty
Co20l Thereafter the Board of Directors
shall he elected annually on the second
Monday Of January. The failure to elect
Directors however, shall not forfeit this
Charter. but those in office shall hold over
until their successors are elected and quail
fled. All elections shall be by ballot. and
each owner of Common stock shall be en-
titled TO one ~ vote for each share Of stock
standing in his or her name on the books
of the Corporation. which vote may be cast in
person or by proxy. The Board of Directors
so elected shall select from their number by |
election. the officers Of the Corporation TO |
serve for the ensuing year. who NAV BIZ |
either Common or Preferred shareholders |
No person shall he a member of the Board |