The herald. [volume] (New Orleans, La.) 1905-1953, 1919-02-06
CHARTER.

lars each. all o; which shall be common /
stock. and the amount = which tIe capital .
stock may he increased Is hereby fixed a-
the sum II Fifty Thousand Dollars; tie SAID
stock shall Ae issued only for cash Or IN
payment Of property ny services actually re-
ceivrd by " rendered % ,arI corporation:
said stock shall be fully paid for a. the
time ~ its Issuance and thereafter be non
assessable Tie pa~--es hereto hereby sub
scribe for the number n shares u said capl-
! tai stock ser opposite their respective sig.
natures hereto. that thIS ast 81 lu-p--
| pD~atIo1 shall also serve as an original sub
scription; that. as viii appear from their
| subscriptions, Philip Rothscamrtt and Peter
| Rothschmict have each subscribed for fifty
| shares Of said capital stock and which shall
| be paid for by the conveyance and transfer
| by them with full warranty Ot title . The
corporation, Of the business. property and
| goodwill Of the firm OF RothoChwltt Bros,
| OF which they are the sole members: par
| ticular description Of the property 70 be con-
| veyed with the valuation thereof i attached
| t. and made part OF This Act ot lneorPora-
| ton for future reference.
J No present OF future stockholders shall
! ever yalidly sell. assign, ~ transfer. other
| Of this corporation un:Il the same shall have
| been first offered 70 the remaining stock
holders for the benefit OF taose stockholders
| who may desire - purchase the sang,
| Of ten days, al the book value OF such stock
as shown by the books OF the corporation
on the Sist day Of December preceding the
date Of such offer Il shall be the duty OF
the Board Of Directors, promptly upon re-
fceiving offer Of sale of any Of the capital
! stock OF this corporation, to communicate
! the same TO the stockholders, in writing
| through the Secretary Of the Company, and
each OF the said Stockheiur-s shall be en-
titled 10 purchase such proportion Of the
| stock offered for sale the number OF
shares owned by him bears 70 the number II
shares owned by all other stockholders de-
| string to participate in the purchase. No
sale under foreclosure, attachment other
process, or by virtue Of any power OF at
'orney pledge or hypothecation, shall he
validly made until the foregoing require
ments have been complied with by the per
son or persons, firm or corporation provok-
ing such foreclosure or sale. The Board
Of Directors shall have authority. however.
70 waive the above requirements as II any
partuIaT hypOtheCat0u or pledge Of stock.
BY resolution adopted at a regular meeting
u the Board. or AZ a meeting attended by
such resolution being adopted in advance
OF the pledge or hypOthecatiOn.
ARilCLE YAH the powers of this cor
porati2n shall be vested in and be exercised
by Board Of three directors. The said di-
rectors shall be bona fide stockholders and
! shall each own at all times one full paid
n9n-pledged share of stock. The first Board
OF Directors, as well as the officers of the
| cooperation, shall consist of: Peter Roth
; schmltt, whose residence is New Orleans
, La who shall he President: Mathew Bauer
! whose residence is New Orleans. La, who
shall be NicePresident and general manager,
Philip Rothschmitt. whose residence is New
, Orleans, La, who shall be Secretary Treas
! urer
1 The above named board of directors and
: each succeeding board shall continue tc
: mold office tor one year, until their sue.
cessors are elected and qualified. Failure
, TO elect directors at the annual meeting as
well as any failure to elect officers at the an.
: nual meeting shall not operate to dissolve
: ( he auj
installed shall continue TO serve until their
D successors are elected and qualifid. The
}. persons 10 be hereafter elected Director.
J for subsequent years shall sefect from theiI
5 own number a President a Vice-Presiden
= and General Manager, j Secretary Treas
The Board OF Directors may from time Il
time, and as the business of the corporation
may dictate, combine any two of the above
r offices in and the same person, excep
: that Of President and Vice President. Or
t the first Tuesday of February 1920, and eacf
year thereafter the stockholders shall elect
: Board OF Directors for the ensuing year; tn,
Board of Directors as we'll as the officers al
v ready installed shall continue in office unit
V their successors are elected and qualified
: The election of Directors shall be by ballot
, and the persons receiving the majority o
a votes cast shall be declared elected Fo
: electing Directors, for any other purpose
: each share OF stock shall be entitled to ont
h vote, whether present or by proxy, but NJ
4 fractional share of stock shall be entitled t
vote. A majority of the Directors voting a
~ any one time, in person or by proxy. shall b.
. required to pass any resolution adopt an,
: bylaw, and with, when so adopted, shall be
= | come valid corporate acts. In of vacdnc,
= | on the Board among the officers from an,
= cause the remaining members of the Boar,
shall have the power to FIJI such vacancy
= Said Board of Directors shall have the powe
u to enact such bylaws rules and regulation
t. as, in their opinion, may be necessary an
y proper for the management, operation an
/ control of the business of said corporation
. ARTICLE VI.-Notice OF all meetings he'll
"a for the election of Directors, for any othe
= | purpose, shall be given in writing by tn
: Secretary and may be served personally o
:, deposited in the mail addressed fifteen Us
days before such meeting is held and directe
= 10 each stakeholder at his last known address
= as the same shall appear the books of tn
u corporation. unless said notice is waived i
!, writing by all of the stockholders appearin
: upon the books. AT all meetings of stock
&c holders majority Of the votes cast sha
e be sufficient to elect or decide all question
: voted upon, except for the alteration, amend
E. ment or the dissolution of the corporation
l. ARTICLE VII.-This act of incorporate
may be altered, amended or modified. c
, the corporation dissolved by vote of tive
thirds in amount OF the capital stock rel
resented at general meeting of stakeholder
called for that purpose, after notice as PR
:. vided in Article VI. of this charter; an
re the stockholders at such meeting shall ee,
r three 90 Liqudating Commissioners, WI
n shall have entire charge Of such liquidation
ID with authority to sell and dispose of tt
r assets Of the corporation, and to fill vacai
cies occurring in their number.
ARTICLE NIII.-No stakeholder sha
eyer be held liable or responsible dor II
lg contracts or faults OF this corporation
q any further sum than the unpaid balanC
is due the corporation on the shares owne
re by him, nor shall any mere informality
ne organization have the effect of renderir
d this charter null, or of exposing a stool
Is holder to any liability beyond the amour
On of his unpaid stock.
Thus done and passed at my office in Il
City Of New Orleans, on the day, month ar
. year first hereinabove written, in the pre-
ence of Francis Eisler and Burt w. Henri
- competent witnesses, who hereunto sig
their names, together with said appearer
: and me, the Notary( after due reading
the whole.
Witnesses: F. Eisler, Burt w. Henry.
ty Original Signed Peter Rothschmitt,
IS, shares; Mathew Bauer, 20 shares; Phil
", Rothschmitt, 50 shares
gu CHAS. F. FLETCHINGER,
~ Notary Public.
nd I, the undersigned, Recorder of Mortgage
nd for the Parish of Orleans, do heSeby certl
in that the above and foregoing Act Of Incc
er poration of Rothschmitt Bros. Baking c.