The herald., 1919-09-18
CHARTERS

CHARTERS
Tilted States OF America, the one hundred and
rty-fourth; Before me. Alexis Brain, No
tary Public, duly commissioned and qualified.
within and for the Parish Of Orleans, State Of
Louisiana. therein residing and IN the pres
ence ofthe witnesses hereinafter named and I'M
dersigned; personally came and appeared, the
several persons whose names are hereunto
subscribed; who declared, that availing them
selves of the privileges granted by the laws
of the State OF Louisiana, they do by these
presents form and organize themselves. and
such othr persons as may hereafter JOIN them,
as well as their successors. unto corpora
ton for the objects and purposes and under
| the stipulations following to-wit;
| ARTICLE 1.-The name OF this corporation
| shall be the Callahan Chemical Company,
Incorporated" and under such name II shall
| enjoy corporate existence for term OF ninety
| nine years from date hereof, unless sooner
dissolved. accordig to law. Its domlclle shall
| be in the City of New Orleans, State Of
| Louisiana, where all legal process directed
| against it shall be served upon its President,
or in his absence. upon the Nice-Presdent,
| and in the absence OF both of said officers,
| upon its Secretary.
| ARTICLE I.-Said corporation may have,
| hold, lease, purchase, sell, convey, mortgage
| or pledge property, real or personal or mixed.
| rights, franchises and closes in action and
| stocks, bonds and securities Of other corpora
| tons; it may borrow or lend money upon
| security; it may sue and be sued, and may
| have and use a corporate seal. 1t may
have and enjoy all such other rights, powers
| and prerogatves as are now or may hereafter
| be enjoyed by corporations generally, and by
| corporations of like character, organized
under the general and special laws of this
| state
ARTICLE III-The objects and purposes
| for which this corporation is organized and
| the nature of the business to be carried on
! by it are hereby declared TO be, to manufac-
| ture medicinal oils, creams, tones and other
preparations. and chemical medicinal or
| toilet substances of any kind or character;
| to buy, sell, and generally deal in such ar
| ticles. either wholesale or at retail; and gen
| orally TO do any and all acts and things that
may be necessary. convenient. incidental
| to the carrying out of these purposes.
ARTICLE Iv.-The capital stock of this
dollars ($5,OOOOO), divided into and repre-
ented by uve thousand shares inc
value of One Dollar ($l0O), per share, Wi
the right to increase the said capital stock
rot than fifteen thousand dollars ISIS
O0O0), upon complying with the requisite
If the law. The subscriptions set oppos
he signatures of the subscribers to this cha
er show that the entire amount of the cap
al stock has been subscribed, and the sal
subscribers hereby declare and warrant thu
the entire amount of the said capital stool
has been paid into the Treasury of the cor
pooration in cash before the signing of tn
Charter.
ARTICLE V.-The business and affairs
his corporation shall be managed and
iucted by a Board of Directors consstin
# three stockholders; Messrs. John Gala
'an of Vow Orleans, Ia Alfred s. Wa,
of New Orleans. La, and Alexis NJ. Schwit-
the first board of directors who shall hold
office until the third Monday in August,
| 1920, or until their successors shall be duly
elected and qualified. On the third Mon.
ter, an election for the Directors shall be
held at the office of the corporation in the
City OF New Orleans. after notices have beer
given to each stockholder, mailed at least
ten days prior thereto.
At all elections. the stockholders shall BE-
allowed one vote for each share of stock tina
has been standing in his name on the book:
fthe corporation for ten days prior to The
meeting. In case of vacancy occurring
from any cause in either the Board of Di
rectors among the officers, the vacancy
shall be filled by the remaining Directors by
the selection of stakeholder TO fill sucl
vacancy, who shall hold office until a sue
cessor is elected, or until the next annua
meeting.
ARTICLE VI.-The officers of this corpora
ton shall consist of President, Weep
dent. Secretary and Treasurer. The office
of Secretary and Treasurer may be held b,
the same person. Until the third Monday ii
August, 1920, or until their successors shall
have been duly elected and qualified, Mr.
John Callahan shall be President, Mr.. Al
Mr.. Alexis NJ. Schwitalla shall be Secretary
Treasurer On the third Monday in August
1920, Immediately after the annual stockhold
ers' meeting, and annually thereafter, til
Board of Directors elected at such annua
meeting shall select from their own number
the President, and Vice President and fror
among their own number from among tn
| stockholders, Secretary and Treasurer
| ARTICLE VII-Two members of tn
| Board of Directors shall constitute a quorum
| Said Board may adopt code of bylaws an
| / seal, and amend change the same a
| their discretion. 1t is especially stipulate
/ that the powers hereby delegated TO the sal
| Board of Directors and TO the officers of thi
| corporation limited, as follows: n
| contract involving liability on the corpora
| ton TO any greater extent than Five Hun
| dred Dollars CS5000O), and expenditure O
| any character involving greater amount tina
| the sum of Five Hundred Dollars $4,000
| shall be authorized or be made or contracte
by any officer director without the wit
| ten consent signed by each member of tn
| Board of Directors; and in each case a.
| authorized consent signed by all of tn
| members OF the Board OF Directors shall b
spread on the minutes of the Board as pei
| manent record of the corporation.
ARTICLE VIII.-This act of incorporation
may be amended in all particulars as pre-
| | yided by law; or the corporation may b
| dissolved upon complying with the provision
OF the statute the said subject. In tn
event OF voluntary liquidation the stockholC
ers shall elect from among their number, tw
| | liquidators who shall be vested with fu
power to settle its affairs, collect the on
standing debts, sell and convey the prof.
J erty, pay its debts, and divide the remain
ing money and property among the stocl
= holders.
ARTICLE IX.-No Stockholders shall /
, held liable for the contracts or faults of TIL
l. corporation, or of its officers or agents, b.
yond any unpaid balance that may be du
by him on his stock subscription; nor sha
any mere informality in TINS act have II
$ effect of rendering this charter void, or
!. opposing the stockholders TO liability beyon