The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-20
CHARTER OF THE PROPHfTOL
MANUFACTURING COMPANY,
INC.

United States of America, State OF
Louisiana, Parish of Orleans, City OF
New Orleans Be 1t known, that on this
thirtieth day of the month of October In
the year of our Lord the One thousand
nine hundred and nineteen, and or the
Independence of the united states Vi
America the One hundred and forty
third, before me, Arthur A. Moreno, a NO
tary Public, duly commissioned and quail
fled, in and for this City and the Parish
of Orleans, therein residing, and In the
presence of the witnesses hereinafter
named and undersigned, personally came
and appeared the following persons whose
names are hereuntO subscribed, together
with the amounts of their respective SUD-
scriptions to the capital stock of the
CORPORATION to be formed, who severally
declare that, availing themselves OF the
provisions of the general laws of the
state of Louisiana relative to the organl-
zation of corporations, they have cove
nanted and agreed, and do by these pres
ents covenant and agree, and bind and
obligate themselves, as well as such other
persons as may hereafter become asSo-
ciated with them or their successors, TO
form and constitute themselves into cor
poration and body polite in law, and for
the objects and purposes and under the
agreements and stipulations following, to-
wit:
ARTICLE 1.-The name and title of
this corporation shall lbe the Prophytol
Manufacturing Company, Inc, and by
that name this corporation shall have
power and authority to have and enjoy
succession for the full term of ninety
nine years from the date hereof; to con-
tract, sue and be sued; to borrow money ;
to make and issue its negotiable promiS-
sorry notes or other evidences of indebted
ness; to create debts; to make and use
a corporate seal; to purchase and receive,
lease hold, sell and convey, as well as
mortgage and hypothecate, property;
real personal and mixed; to name and
appoint such officers and agents as the
interest of said corporation may require
to make and establish such bylaws and
regulations for the proper management
and regulation of its affairs as may be
deemed necessary, and the same to
change alter and amend at pleasure.
ARTICLE 1.-THE domicile of this cor
poration shall be in the City of New Or
leans, Parish of Orleans, State of Louis
lana. and all citations and other legal
process shall be served upon the president
of this corporation. or, in case OF his ab-
sence, upon the vice president. or, in case
of the abtence of both OF these OFFICERS,
upon the secretary hereof.
ARTICLE uI.-The objects and pur-
poses for which this corporation is estab-
lished and the nature of the business TO
be carried on by it are declared TO be
the manufacture and marketing OF anti
septic sol ltons. medical and dental prep
|
pastes. talcum powders. massage and
| face creams. toilet articles and other
medicinal preparations and generally tc
| manufacture and market all articles of q
| like or similar nature usually made
! manufactured and marketed in like bust
nesses.
ARTICLE Iv.-The capital stock of this
corporation shall be Five Hundred Thou
| sand $500 0OO.0O) Dollars, divided int
| fifty thousand (50,OO0) shares of the pal
value of Ten $4,000 Dollars each, ant
| may be increased to the sum of One Mil
| lion (S1. OO0. 000.00) Dollars, divided int
One hundred thousand QO0,000) shares o
the par value of Ten $4,000 Dollar
| each. and this corporation is to be go
ing concern when one-half of the capita
stock of this corporation has been SUP
scribed and paid for. Each share of salt
stock shall be entitled to one vote, eithe
in person or, by proxy, at all genera
elections or meetings of the stockholders
ARTICLE 70 stockholder sn .h
Indebtedness, faults or defaults of thi
/ corpo ration, nor shall any mere infor
| mality in the organization of this corpo
ration shall have the effect of renderini
| the charter null or of exposing the STOCK
! holders to any liability beyond the un
paid balance, if any, on his stock sup
scrip ton. No transfer of stock shall b
made or held to be valid and binding un
less made in pursuance of the provision
ARTICLE yI.-This corporation shall
have all powers granted to snch eorpora !.
lions by law and shall have the power Z
contract sue and be sued in its corporal
mamie and to own. hold, receive, loan
lease, purchase, sell and convey or mort
gage any and all of its effects; or TO ny
pothecate its property and to do any an
all acts and things of any other KIND, ma
ture or description, as may be necessar
to carry out the objects and purposes g
this business as its interests and convent
ences may require
ARTICLE vII.--The business of thi
corporation shall be directed by ana vest
cd in board of directors OF five mem
bers. three of whom shall constitute
quorum for the transaction OF business
The board of directors as first constitute
shall be composed of Marion AiieI
| Charles W. Abbott, J. Pope Seals, A. '
Abbott and Frank b. Jackson. and the
| shall hold office until the first tues
day in October, 1920, and on that day an
on the same day thereafter each yea
elections shall be held for directors !
the principal office of the corporatio
and the election shall be held betwee
the hours Of ten and twelve a. m. Faiiur
. to hold an election on the Gay specii Ne,
| shall not dissolve the corporation, ou
the directors shall hold their respectiv
offices until an election shall be held afte
thirty days notice of the time and plac
thereof given to each stakeholder.
Marion Allen shall be first Presiden
, | Charles w Abbott shall be first vice
president and J. Pope Seals shall be frs
Secretary Treasurer of this corporation
The secretary need not be stockholde
| or member of the board of directors an
any vacancy In that office shall be fiiie
by the board. Directors may act etlhe
in person or by proxy.
ARTICLE VIII.-Whenever this corpt
, ration is dissolved, either by Limitation :
/, for any other cause, it's affairs shall .
) Iiouidated by the board of directors, wn
g are hereby vested with full power TO sc
any or all assets Of the corporatlol
either separately or in a mass, ana
3 convey full and complete title theret
and shall have full power to DO ana pc,
> form all acts necessary ana proper
fully and completely liquidate the u
T fairs and distribute the proceeds, II an
I among the stockholders of this corpor;
ton to the amount Of stock held by eacl
v, ARTICLE IX.-This act Of incorporate
I may be amended, altered and modlfie
: or this corporation dissolved in the maj
ner provided by law.
Thus done and passed, in my notari
|, office in the City of New Orleans sta
q of Louisiana on the day, month and yes
first above written, in the presence
:, Azelie Bennett and Ruth NJ. Seller. con
| petent witnesses, who hereunto sign the
|, names, together with the parties here
n and me, Notary, after reading OF Il
n whole.
witnesses: Azelie Bennett, Ruth
: Seller.
d (Original Signed) Marion Allen, "a
s st. Charles Ave-, New Orleans, La, 81