The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-29
CHARTER

| ton thereof, in writing to all the other stock
holders of record. Before the expiration o.
| the fifteen days from the receipt of saiC
notice by the Board of Directors, any share
holder of record may offer to purchase, anC
may acquire the right to purchase said STOCK
| by notifying the Board of Directors IN writ
| ing and thereafter shall deposit the price
| Of said stock in cash with the corporation or
| or before fifteen days from the date last
| mentioned.
| Upon receipt of the first mentioned no
tice, the Board of Directors shall advise the
person owning said stock, his agent or rep
resentative. to join said board in fixing the
| value of said stock, which value shall be es.
| tablished on the basis of the last annual
| or semi annual statment or report OF the
corporation and the last monthly trial bal.
| ance preceding the date of such notice, and
| to the value thus found and established
there shall be added ten Q09o) per cent, and
the sum thus found and established shall
constitute the value and price OF said stock
If within twenty-four hours after such no.
tice the owner, his agent or representative,
does not join with the board in establishing
the price or value OF the stock the board
may proceed without further delay 20 NIX
the said value, using the report and trial
balance aforesaid for that purpose, whlch
writings are declared to be conclusive evil
dence for and against all parties in interest
in the premises, whether the value is esta6-
lished by the joint act OF the owner, ms
agent, widow, heirs or representatives or
by the Board of Directors acting in default
of the cooperation of said person or persons.
Upon receipt OF the offer acceptance OF
any shareholder TO purchase SAID stock and
upon obtaining guarantee satisfactory 10
said board for the price thereof, the Board
Of Directors shall thereupon give notice
thereof to the owner of the stock, his agent
or representative, and before the expiration
of the period of fifteen days aforesaid, snail
call in the certificate or certificates repre-
senting such stock and pay the price or
value thereof and cause the same to be
transferred on the books to the purchaser
The preference option and right to purchase
heretofore vested by paragraph first IN the
other shareholders shall exist in tull force
and effect in their favor to acquire the
shares of stock OF the deceased stakeholder,
the terms, conditions, stipulatlons and delays
hereinabove established in said paragraph
shall apply in all respects to the procedure
to be allowed in case OF death. immediate
" upon receipt of information OF the death
Of any shareholder, it shall be the duty
of the Board of Directors to cause the nee,
esSary steps to be taken to carry 0It and
enforce these provisions.
The preference, option and right OF purchase
hereinaboye established shall run in favor
OF each shareholder OF record for his virile
share in proportion to his existing holdings
in the stock, but should any shareholder
fail to exercise his right in this regard, his
right shall pass TO and be absorbed by the
his widow, heirs or legal representatives, as
the case may be, shall not be obliged to
deliver said stock unless the offers to pur-
chase the same shall include and cover the
entirety OF the offerings under paragraph
first or all of the offerings under paragraph
second. All certificates of stock shall bear
upon their face a brief reference TO the
rights herein established in favor OF the
stockholders.
ARTICLE VII.-No stakeholder shall ever
I, Ill I;aII
tracts. faults or debts of said corporation,
nor shall any mere informaluy in its orgd-
nzation have the effect OF rendering this
charter null, or of exposing stakeholder TO
any liability beyond the unpaid balance due
on the shares owned by him.
ARTICLE VIII.-This act of incorporation
may be changed, modified altered, or this
corporation may be dissolved with the assent
of the stockholders owning two thirds of all
the stock of the corporation, at a general
meeting convened for that purpose, and after
at least ten days notice Of this meeting has
been given, in writing, through mail, ad-
dressed to each stakeholder, at his last
known place of residence. In case OF dis
solution, by the expiration of this charter or
otherwise, the stockholders shall elect three
liquidators from among their number, to IL
quidate and settle the business and at
fairs of the company. In case OF disability
of any one of said commi ssioners or llqul-
dators, the survivors remaining liqui-
dators shall appoint successor TO him. The
said liquidators shall have full power TO
settle said companys debts, and divide the
money and property among the
stockholders. They shall also have power
to meet and act under the bylaws of the
corporation and under regulations to be made
by a majority of said liquidators; 10 fix
the price and prescribe the terms Of sale OF
said property and the manner in which the |
sale shall be made, and to take notes, and
bonds, secured by mortgage otherwise for
part of the purchase price for all or any |
part of said property, provided however, that |
the rights herein conferred upon the liquida- |
tors may be modified, changed or denied by |
a majority of the shares of the capital stock |
IF the corporation. The said liquidators
shall have authority to sue for and recover |
the debts and property in the name of the |
and may be sued by the same |
name, and they shall be liable in solldo to |
any creditor or stakeholder for the monies |
and property TO the corporation which shall
come into their hands or possession as Ii
luidators and for the proper application and
distribution thereof.
ARTICLE IX.-The entire capital stock of
his corporation has been subscribed at the
time of the signing of this charter as fol-
ows: Mrs. Simon Segari, whose address is
'4O2 S. Carrollton Avenue, New Orleans, La,
seven hundred and fifty shares; Simon A.
Seqari. whose address is 120 City Park Row,
New Orleans, La three hundred and seventy
i've shares; and Joseph I: Segari, whose
address is 1921 Sycamore Street, New Or
cans, La, three hundred and seventy-five
hares.
ARTICLE X.-Until the election to be
,eld in March, 1920, the following shall con-
titute the first Board of Directors, viz: JOS
ph T. Segari, President; Mrs Simon Segari,
and Mr.. Simon A. Segari, Sec
etary- Treasurer. -,
Thus done and passed in my office on the
lay. month and year, first above written;
n the presence of Joseph L. Weiss and
George A. Dreyfous, competent witnesses,
Who have signed with the appearers and
ne, the Notary. after reading the whole.
Witnesses: ]. L. Weiss, Geo. A. Drey-
Gus.
Original Signed JOS T. Segari, Presi-
lent; Mrs. S Segari, Vice-President; s. A
FELIX J. DREYFOUS.
Notary Public.
I. the undersigned. Recorder of Mortgages:
n and for the Parish of Orleans, State of
,ouisana, do hereby certify that the above
nd foregoing ACT of Incorporation of the
s. Segari and Co., Inc" was this day
uly recorded in my office in Book 1928,
EMILE 7. LEONARD, by. R.
A true copy from the original act
FELIX J. DREYFOUS.
Notarv puh1ir |.