The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-01


lence OF the United States Of America the !
One Hundred and Forty third; Before ne. !
Warren Vernon Miller. 4 Notary Publc, in
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
tary, 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,c
and bind themselves, as well as such per
sons may hereinafter become associated
with them. to form and constitute corpora
ton and body polite in law, for The object,
and purposes. and under the stipulatIons
hereinafter set forth
ARTICLE 1.-The name and title Of this
Corporation shall be The Cleo Company. Inc.
and under such title, il shall have and en-
joy succession and existence, for a period
Of ninety-ulne years from date hereof; il
shall have the power and authority to con
tract sue, and be sued. 10 make and use a
corporate seal, the same To break and alter a.
its pleasure; to hold. purchase. lease, sell.
mortgage or hypotheCate, or pledge property.
real, personal or mixed; and for the purpose
Of carrying on its business. to make and
issue notes and other evidences OF indebted
ness: TO name and appoint managers, clerks,
or other employees, for the proper conduct
II its business, and to discharge same Al
its pleasure; 10 make and establish such by
laws, rules and regulations, as may be found
necessary and desirable for the management
of the affairs OF the corporation; and gen
orally 10 do all and everything. act or deed.
for the complete, and proper conduct OF said
ARTICLE U.-The domicile of this cor
poration. shall be in the City Of New Orleans.
State Of Louisiana. where all citations and
other legal process shall be served upon the
President, or in his absence upon the Vice
President or in the absence Of both. P-esi-
dent and Vice President. upon the Secretary
ARTICLE III.-The objects and purposes
If this Cooperation and the nature Of the
business to Ne carried on bv il, are he-ehv
declared II he as follows, to-wit: To manu-
iacture create produce and develop. toilet ar
ticleS. periumcry. cosmetics and rOugeS NJ
all kinds mad descriptions; to purchase. and
sell. toilet articles, rouges, cosmetics and
pe~fuuc~v and all other articles incident
thereto. To purchase and acquire formulas
and patent rights, copyrights and trade
marks; and sell same. or TO use same in con-
nection with, and in the conduct OF lis bust
ness. To act as agents for the sale Of ar
,cleS, dealt in by the Corporation. To pur-
chase and acquire business or corporaitnoS
engaged in the manufacture and sale Of
| toilet articles, or other articles dealt IN by
/ this corporation; to erect and construct build.
! ingS. and install machinery for the efficient
/ nINllCllbN ~ tut S'DuN' wares, lltlSlidlill>t'
| and articles to be made and produced by
! this corporation. and generally to do any
| and all things necessary, incidental to. ger
| name. or connected with the proper carrying
ont of the objects and purposes of this cor,
| poratiOn.
! ARTICLE IV.-The capital stock of this
| corporation is hereby declared TO be 100000
divided into 10000 shares of the par value OF
$1,000 each. and it is authorized upon com.
plying with the law. 10 increase the capital
= 4. II -
Dollars (S5O0GM. There shall be twr
classes of stock. Common and Preferred
The Preferred stock is hereby fixed at Is,
600 shares of the par value of $1,000 each
which said Preferred stock shall be paid by
preference and priority over the Common
stock a dividend of Eight per cent 800 PEI
| annum ont of the earnings Of the Corporation
the said Preferred stock shall be paid anC
retired, by preference and priority over The
common stock whenever the corporation i!
liquidated After the Preferred stock ha:
been paid. the Eight percent 500 dividenc
per annum out Of the earnings of the Cor
poration of the remaining profits. if any, tht
| BOARD OF Directors may in their discretion
declare further dividends. to either, The
Common or Preferred stock. The Common
stock is hereby fixed at 1900 shares OF The
par value Of 5000 each The control. 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 sha
he entitled 70 representation on the ROarl
OF Directors a preferred shareholder wher
elected on the Board of Directors shall have
equal voice and authority with directors whj
own Common stock. The BOARD of Directors
| in selecting officers from. their number may
elect members of the Board, irrespective o.
| whether they common stock or not
This corporation reserves the right az any
time. to retire or redeem all a proportion
Of the preferred stock issued by il, by pay
ing the owners of record. out of the net pro
fits surplus, a price not less than pal
value OF said stock and dividend for thu
current wear If the retirement or redemp
ton of said Preferred stock shall be onl,
a proportion of the total issue of said Pre-
ferred shares said redemption shall be on
pro-rata basis.
ARTICLE V.-No certificates of stool
shall be issued or delivered unless same i
fully paid for in cash, or for property, or 70
labor done. or for Formulas or Patent right
or Trade Marks acquired; no stockholde
shall be held responsible for the faults
contracts or debts of this Corporation il
any further sum than the unpaid balance du
the corporation shares of stock, subscribe
for bv him or her; nor shall any mere in
formality, in the organization have the et
feet Of rendering this charter null and void
= | or of exposing a stakeholder TO any liahilIt
whatsoever. other than above; shall an
: stock duly issued be subject to assessment
This corporation shall become a going cor
Germ, and commence doing business as 500
r as one-half of its capital stock shall hav
, been subscribed for.
= ARTICLE VI-AlI the corporate power
of this Corporation shall he vested in an
exercised by a Board of Directors. compose
S of five (5) shareholders, who may ow
E either Common or Preferred stock three
whom shall constitute quorum for the tran:
= action of the business of the Corporation
S the first five directors of this corporatio
y shall be elected at stockholders meetin
y composed of the owners of Common stock
\ be called for that purpose, within five {:
k days. or sooner, after the date of this az
: of incorporation. The directors then electe
d shall hold office until the second Monda
a Of January, in the year Nineteen Twent
:, n92O. Thereafter the Board of Director
: shall be elected annually on the secon
e Monday of January. The failure to ele,
s Directors however, shall not forfeit III
Charter. but those in office shall hold owe
II until their successors are elected and quail
: fled. All elections shall be by ballot, an
j each owner Of Common stock shall be Ell
j titled TO one a vote for each share of stoc
f standing in his or her name on the book
e of the Corporation. which vote may be cast
. person or by proxy. The Board of Director
5 so elected shall select from their number b
d election. the officers of the Corporation
, serve for the ensuing year. who NAV b
o either Common or Preferred shareholder
No person shall be a member of the Boar
= of Directors of this corporation, who is M
the owner of at least Ten G0) shares of I'll
capital stock Of said corporation. either con
= mon or preferred. Any vacancy occurrin
E on the Board of Directors, through deaf!
E resignation, or otherwise, shall be filled b
= the Board of Directors, for the unexpire