The herald., 1919-09-11
CHARTER.


the laws of the State of Louisiana in
such cases made and provided. and more
particularly of Act No. 26I of the General
Assembly of Louisiana of 1914. as amend
ed, relating TO the creation. organization
and formation of corporations they have
covenanted and agreed. and by these pres
entS do covenant and agree and bind them
selves as well as all such other persons as
may hereafter become associated with
them TO form corporation for the objects
and purposes and under the articles and
StipulatiOnS following, to-wit:
ARTICLE 1.-The name and StvIe Of
this corporation shall be II. Grabenhcim-
or & Sons Inc. and under its corporate
name ii shall have power and authority
. to have and to enjoy corporate existence
for a period of ninety nine years from
this date unless sooner dissolved by liquid
alton or otherwise: il shall have power to
contract, to sue and to he sued, to make
ana use a corporate seal. and to alter and
break same at pleasure. to hold rplc3>.
J receive, purchase, transfer. assign convey
/ mortgage. hypOthcC4te. pledge or other
/ wise Receive or dispose of property. real
F personal and mixed. corporal or inroT-
poreal. to i>Su" bonds. and if desired to
secure the same by mortgage: to buy and
hold stock in other Companies: To name
elect and appoint such mana gers. agents.
directors. or officers as its business in
tere~tS may require. and to make and c>-
tabliSh, alter and amend. bylaws rules
and regulations for its proper government
rs may be deemed necessary and proper
ana generally to do any and all things
incident to or necessary and proper for
the proper conduct and expansion of the
/ business in which the corporation is en-
gagged.
/ ARTICLE H.-ThiS corporation shall
/ ice domicilrd in the City of New Orleans
/ Louisiana, and all citations or other legal
process shall b" served upon the President
/ OF the corporation. and in the event of
/ mat Officers absence, upon the Vice PreSi-
/ dent. aud in the event of the ahSenSe of
both. upon the Secretary Treasurer.
ARTICLE III-The objects ana pur-
! poses for which this corporation is or
Eanized and created. and the nature Of
! the business to bp carried on by il are
/ hereby declared to be as follows:
/ TO buy. sell. or otherwise Acquire or dis
! pose of. AT wholesale or retail. goods wares
! and merchandise of any and an kinds
and descriptions. but more particularly
groceries, meats grain and fOOdStuffS gen
/ orally. and such other merchandise as
/ is usually carried by groceries; to con
/ duct and carry on such other business
either as principal or agent for its own
account or for the account of others as
/ may be found necessary and convenient
/ properly to effectuate the aforesaid pur-
| poses or to enhance the prosperity. and
/ the value of the properties rights and
| privileges. of this corporation.
/ ARTICLE IV.-The Capital Stock of
this corporation is hereby fixed at the
sum of Fifty Thousand $50. 1000. OO) Dol
/ lars, divided into, and represented by Five
! Hundred Shares. of one Hundred $500
OO) Dollars each Said stock shall be paid
| Tor i'll cash or its equivalent provided
| by law. and in such manner and mt such
! time and i'll such inStalmentS as may he
| prescribed by the Board of Directors The
| Capital Stock may he increased to one
| Hundred Thousand $500 OO0O0D Dollars to
herepreSented by one thousand shares
| Of One Hundred Dollars (S1O0OO each An
| stock of this corporation shall be full paid
and worcestershire. and shall be repreS-
| ented by certificates of such form as the
| Board of Directors may determine signed
! by the President or Vice President ani
the Secretary Treasurer and sealed with
the seal of the corporation.
/ ARTICLE V.-The stock of this corpora
ton may be transferred only on the books
of the corporation. and subject to such
| regulations and fOrmaltieS as may be
prescribed from time to time by the Board
| OF Directors. NO stakeholder shall be
permitted TO sell. or otherwise to dispose
OF his stock without first offering the
| same in writing to the other stockholders
through the Board of Directors. AT n price
not exceeding the book value thereof and
the stockholders shall have an option and
| first right to purchase for cash all the
| shares of stock to he thus disposed of by
| sale or by the death. resignation or other
| wise of any of the stockholders Of the
corporation. and shall have a period of
! ten days within which to accept to decline
| such offer of stock.
Upon the failure OF the said Board of
! Directors or the stockholders to exercise
within the time stipulated the option thus
| granted to them. the stockholders who de-
sireS to sell or otherwise dispose of his
| stock TOR his heirs) shall be at liberty TO
! sell or otherwise dispose of his said stock
in such manner and at such price as he or
they may see fit. But the stock of this
corporation shall be non negotiable and
non transferable. except under the con
ditionS and StipulatiOnS hereinabOve set
forth, and no transfer of stock whatSo.
ever shall be binding upon this corpora
ton until and unless made upon its books.
ARTICLE vI-The corporate powers of
this corporation shall be vested in and
| exercised by, Board of Directors COM
posed Of not less than four nor more than
| six stockholders, three OF whom shall at
| all times constitute quorum for the tran
| sactiOn of business. The Directors of
| this corporation may vote in person or
by written proxy at any of the meetings
of the Board of Directors.
The first Board Of Directors Of this COM
pany shall be composed of the following.
Mrs III. Grabenheimer. 1900 Peters Ave.
| New Orleans, La. Norman Gr1b"nheimer,
$50 Magazine ST.. New Orleans La Syd-
ney Fl. Grabenheimer, so Magazine ST..
New Orleans, La. Eldon S. Lazarus. 202O
| o'thNit 81 I'VE" oTPdHS. In. alpHbUSP
Hirsch. Fayette, Mississippi. John J..
Broders 500 Magazine St. New Orleans,
| La,
. These Directors shalr serve until the Sec
| ond Monday in August, 1920. or until
| their successors shall have been elected
| and qualified. The Directors shall be
elected annually by the stockholders at a
meeting of stockholders to be held on the
first Monday in August each year. Notice
of such meetings shall be given fifteen
days prior to the date thereof in writing
and shall be sent to each stakeholder at
his last known address, Each stock
! holder shall at such annual meeting or
other meeting, general or special, be en-
titled in person or by proxy to one vote
Elections shall be held under such rules
and regulations as may. from time to
time. be prescribed by the Board of Di-
rectors. The Directors. when elected.
shall hold office for one year. or until
their successors shall have been elected
and qualified, and failure to hold the an
| nual meeting of stockholders or to elect
! annually the Directors shall not operate
the forfeiture of this charter or of any
| rights hereunder. Any vacancy occur
ing in the Board of Directors may he filled
by the remaining Directors for the I'M
expired term. Immediately after their
election each year the Directors shall meet
and select from their number President,
| a Vice-President and a Secretary TreaSur
err The first officers of this corporation
who shall hold office until the Second
| Monday of August. 1920. or until their
/ successors shall have been elected and
qualified shall be: Mrs II. Grabenhpimer,