The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-31
CHARTER

have and possess all the powers, rights
! privileges and immunities which corporation:
| are and may hereafter be authorized to have
and possess under the Constitution and the
| laws of this State, and particularly undel
| Act No. 267 of the Acts of the General AS
! sembly of the State of louisiana Tor the
wear 1914 and the amendments thereto.
ARTICLE 1.-THE domicile OF this cofpo
! ration shall be the City of New Orleans
| Parish of Orleans, State OF louisiana, ano
all citations or other legal process shall be
| served upon the President OF this corpor ration
or in case of his absence, upon the Vice
/ President, or in the absence OF both OF these
officers, upon the Secretary OF this cor
poration.
! ARTICLE III-The objects and purpose:
| for which this corporation is formed and the
| nature of the business to be carried on by
il are hereby declared to be to engage II
| trade or commerce in all of its forms, Shapes
and phases as principal, agent, on commlS
| sion or otherwise; to manufacture, buy, sell
| import, export and generally deal operate and
| trade, either at wholesale or retail, IN all
| kinds of merchandise without limitation, but
| especially hats caps and other head gear oil
! every class and description; and to carry
on any other business which, under the law,
| il may be entitled to carry on which may
seem to the corporation to be calculated, di-
rectly or indirectly, TO etfectuate the atore-
said objects, or either OF them, or to faclli-
tate in the transaction of its aforesaid
business or businesses, or any part
thereof, in the transaction OF any other
lawful business that may be calculated, di.
rectly or indirectly, TO enhance the value OF
or to render profitable any of the company $
properties and rights, and generally to hold
and exercise all such incidental powers and
privileges, and do and perform all things, as
relate to the objects and purposes herein
above set forth or as may be needful, nee
essary, proper, useful convenient for eff
fectng said objects and purposes.
ARTICLE IV.-The authorized capital stock
of this corporation is hereby fixed at and
(S5OOOOOO Dollars, which capital stock may
be increased in the manner provided by law
TO the sum of One Hundred Thousand $780,
1OOOO Dollars.
The presently authorized capital stock Of
this corporation shall consist ct Five Hun
bred $500 shares, of the par vaice OF One
Hundred $4,000 Dollars each. The capital
stock shall be represented by certificates and
shall be personal property. No transfer q
said capital stock shall be binding upon this
corporation unless made in accordance with
its charter and bylaws and recorded on the
ARTICLE V.-The capital stock of this
corporation shall be fully paid and non
assessable when issued, and shall be issued
only for labor done or for property actually
received or for cash to be paid at such
times and in such amounts and after such
notices as may be determined by the Board
ARTICLE Wall the corporate powers
Of this corporation shall be vested IN and
exercised by board of three (3) directors,
each of whom shall hold in his own name
at least one "a share OF stock. Said Board
Of Directors shall be elected annually on the
second Tuesday in January of each year,
the first election TO be held IN the year
1921. All such elections shall be by bal
lot, at the office of this corporation, under
the supervision of two (2) commi ssioners,
to be appointed by the Board of Directors,
and in the absence of any commissioner, the
President shall have power to fill the place
IS all such al
as we'll as of all meeting. of stockholders,
except for the purpose of liquidation or dis
solution, as otherwise required by law,
fifteen Q9 days notice shall be given by
mailing to each stakeholder who appears
as such on the books of this corporation. at
his last designated address, or care General
Delivery at New Orleans, if he has not desig-
mated an address, an announcement stating
the time and place of the meeting. Each
shareholder shall be entitled to one vote for
each share of stock standing in his name
on the books of this corporation, to be cast
in person or by proxy, and majority OF
the votes cast shall elect. The Board OF
Directors shall have power to fill such va
cancies that may occur in the Board. Fail
ure to elect directors the day above speci-
fled shall not dissolve the corporation, but
the directors then in office shall remain IN
office until their successors are elected and
qualified. Due notice of another election
shall forthwith be given, above provided.
Such notice of election shall be continued
to be given until an election is held. The
Board of Directors at their first meeting fol-
lowing each annual election shall elect from
among their number a President, Vice
President, and a Treasurer, which Treasurer
may, but need not, also perform the duties
Of Secretary, though the Board of Directors
may appoint and employ Secretary a per-
,on who is neither a stakeholder a di
rector Of the company. The Board OF d.
rectors shall from time to time as they see
fit appoint and employ such other employees
theu hal
of Directors shall have power to fix the SAL
aries of all officers and of all such other
employees as they deem necessary. The
Board of Directors shall have power to make
and establish, as we'll as alter and amend,
all bylaws, rules and regulations necessary
and proper for the conduct and management
Of the business and affairs of this corpora.
ton, not inconsistent with its charter. Said
Board shall also have full power and
thorty to do all such acts and things rea-
sonably necessary for the proper carrying on
of the business of this corporation, and to
carry out the objects and purposes for which
this corporation is organized, including the
borrow ing of money necessary for the ordi-
nary business operations, and through the
President or some other duly authorized per-
son or persons, to execute and issue therefor
notes or other obligations of this corpora
ton on such terms as in their Judgment may
be advantageous and shall also have full
power and authority to issue and deliver
full paid shares of stock of this corporation
rights actually receiv ID by this corporation.
A majority of the directors shall consti-
tute quorum for the transaction of any
business. AT any meeting of the Board any
director absent from the meeting may be
represented by proxy. Until the next gen.
eral meeting to be held under this charter
on the second Tuesday in January, 1921, or
until their duly qualified successors are
elected and installed, the Board of Directors
shall be composed of: ]. s. Gerson, whose
postoffice address is, Glenmora, La, Sam
Goldman, whose postoffice address is 825 Ba-
rome Street, New Orleans, La; Harry Gold
man, whose postoffice address is 235 Chartres
Street, New Orleans, La; with ]. S. Gerson
as President; Sam Goldman as Vice4Presi-
dent and Harry Goldman as Secretary Treas
urer
ARTICLE VII-rhis charter may be
amended, and the capital stock of this cor
poration may be increased or decreased, or
this corporation may be dissolved and its
affairs liquidated in the method and manner
provided by law, as now Or hereafter in
force.
ARTICLE VIII-No stakeholder of this
corporation shall ever be held liable or re-
sponsible for the contracts or faults of this
corporation in any further sum than the
unpaid balance on the stock for which he has
subscribed, nor shall any mere informality
in organization have the effect of rendering
this charter null or of exposing a stock
holder to any liability other than as above
provided.
ARTICLE IX.-No stakeholder may sell,
assign or transfer his stock in this corpora
ton without giving to the other stockhold-
ers, through the secretary of this corpora
ton, notice in writing of such intention