The herald., 1919-04-17
April l0-May Is.
CHARTER OF THE CLEO COMPANY.


State OF louisiana Parish of Orleans City
of New Orleans. BE II known, that on this
18th day Of March in the Year OF Nineteen
Hundred and Nineteen, and OF the lndepen
dence OF the United States OF America. the
One Hundred and Forty third; Before me
Warren Vernon Miller. a Notary Public, 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 person
whose names are hereinafter subscribed.
all OF full age, who declared unto me, No
tary. that availing themselves Of the law,
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, stipuldtc
and bind themselves. as well as such per
sons as may hereinafter become associated
with them, to form and constitute 4 corpora
ton and body polite in law, for the objects
and purposes. and under the StIpulatlOn>
hereinafter set forth:
ARTICLE 1.-The name and title Of this
Corporation shall be The Cleo Company, Inc,
and under such title, it shall have and en-
/ JOY succession and existence. for a period
/ OF uinety-nine wears from date hereof: IL
| shall have the power and authority to con
| tract, sue, and he sued, to make and use
/ corporate seal, the same to break and alter a.
/ its pleasure; to hold purchase, lease, sell
! mortgage or hypothecate, or pledge property
]
| OF carrying 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
OF its business, and to discharge same at
| 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 to do all and everything. act or deed
| for the complete, and proper conduct Of said
| ARTICLE 1.-THE domicile OF this cor
| poraton. 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, PreSi-
| dent and Vice President upon the Secretary.
| ARTICLE III.-The objects and purposes
! Of this Corporation. and the nature of the
/ business to he carried by ii, are hereby
declared to be follows. towit: To manu-
/ facture create produce and develop. toilet ar
! lcles. perfumery. cosmetics and rouges OF
| Ill kinds mad descriptions; to purchase, and
sell: toilet articles, rouges. cosmetics and
nerfumery 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 its bust
ness. To act as agents for the sale of ar
| ticles dealt in by the Corporation. To pur-
| chase and acquire business Corporatnos
. 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
! production of the goods, wares, merchandise
| 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
out of the objectS and purposes of this cor
| pOration.
| ARTICLE IV.-The capital stock of this
corporation is hereby declared 10 be $4,000.
divided into 5000 shares of the par value of
5000 each. and it is authorized upon com
| plying with the law, 10 increase the capital
stock to the sum OF Five Hundred Thousand
! Dollars (S500000). There shall be two
| classes OF stock. Common and Preferred.
The Preferred stock is hereby fixed at Is
0oO shares Of the par value Of $1,000 each.
| which said Preferred stock shall be paid by
preference and priority the Common
stock dividend of Eight per cent (SGo) per
| annum out 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 500 dividend
per 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
stock is hereby fixed at 1900 shares of the
par value of $1,000 each. The control, man
agement. and voting power OF TINS corpora
tion 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
he entitled to representation on the Board
| OF Directors; a preferred shareholder when
elected on the Board of Directors. shall have
equal voice and authority with directors who
own Common stock. The Board of Directors
in selecting officers from their number NAV
elect members of the Board, irrespective OF
rt,a4t,a tLa,- tnHly npf
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 surplus, price not less than par
value of said stock and dividend for the
current year If 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 q
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. or for Formulas Patent rights
or Trade Marks acquired: stakeholder
shall ever he held responsible for the faults
contracts. debts OF this CORPORATION in
any further sum than the unpaid balance due
the corporation on shares of stock, subscribed
for nv him or her: nor shall any mere in
formality, in the organization have the ef'
feet of rendering this charter null and void
or of exposing a stakeholder to any liability
whatsoever. other than above; nor shall any
stock duly issued he subject to assessment
This CORPORATION shall become a going con
Germ. and commence doing business as soor
as one-half of its capital stock shall have
been subscribed for
ARTICLE VI-All the corporate powers
Of this Corporation shall he vested in and
exercised by Board of Directors composed
of five (5) shareholders, who may own
either Common or Preferred stock. three OF
w!om 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 stockholders meeting
composed of the owners of Common stock t.
he called for that purpose. within five 6
days, or sooner, after the date of this ac
Of incorporation. The directors then elected
shall hold office until the second Monday
# January. in the Nineteen Twenty
, (1o3N. Thereafter the Board of Directors
shall be elected annually the second
. Monday of January. The failure to cleo
) Directors however, shall not forfeit thi
Charter. but those in office shall hold owe
until their successors are elected and quail
fled. All elections shall be by ballot. anc
each owner of Common stool; shall be en-
titled to one % vote for each share Of stool
STANDING in his or her name on the book
of the CORPORATION, which vote may be cast II
person or by proxy The Board of Director
so elected shall select from their number b!
election. the officers of the Corporation Il
serve for the ensuing year. who NAV b
} either Common or Preferred shareholders
: No nerson shall he member of the BoarC
Of Directors Of this corporation. who is no
, the owner Of at least Ten G0) shares Of TIL