The herald., 1919-09-25
CHARTER OF D. v. JOHNSTON COM
PANY, INC.

CHARTER OF D. v. JOHNSTON COM
PANY, INC.
United States of America, State of Louis
lana Parish of Orleans. City OF New Or
leans. BE il known, that on this twenty
third day of the month OF August, in the
year thousand nine hundred and nine
teen, before me, Henry P Dart, Jr., a No
tary Public, duly COMM ssoned and sworn
in and for the Parish of Orleans and City
of New Orleans. therein residing, person
ally came and appeared the persons whose
names hereunto subscribed, who declared
that, avaling themselves of the provisions
of the laws OF the State, relative to the or
ganizatlon of corporations. they have cove
nanted and agreed, and do by these pres
ents, covenant and agree, bind, form and con
stitute themselves, well such other
persons who may hereafter join or become
ISOLATED with them, into a corporation and
body polite in law for the objects and pur-
poses and under the agreements and stipu
lations following, tO-wit:
ARTICLE 1.-The name and title of this
corporation shall be, d. V. Johnston Com
pany, Incorporated, and under its corporate
name it shall have and enjoy existence and
succession for the term of one hundred years
from this date, and all the rights, advantages
and privileges granted by law 10 corpota
tons, including power to contract, sue and
be sued IN its corporate name; TO make and
a corporate seal, and the same to break
chase, convey. mortgage, hypothecate, and
pledge property, real and personal; 70 issue
bonds, notes and other obligations; TO have
and employ managers, directors, officers,
agents and other employees the inter
ests and cOnvenlenCes of the corporation may
require; and to make and establish such COM
mittees and to create such bylaws, rules
and regulations for the corporate management
and for control of the affairs of said corpo-
ration as may be deemed necessary and eN-
pedient.
ARTICLE 1.-THE domicile of the cor
poraton shall be the City of New Orleans
State of Louisiana. Citation and other legal
process shall be served on the President. or
in his absence inability to act from any
cause whatsoever, upon Vice President or
the SecretaryTreasurer.
ARTICLE III.-The objects and purposes
of this corporation are TO engage in a gen
eral brokerage business in building materials
and accessories thereof: TO deal and operate
at wholesale and retail principal, agent
on commission or otherwise, in lumber,
bricks, sand, cement, stone, gravel and gen
orally all materials used in the construction
and erection of buildings and other structures.
To own, operate and conduct buildings, mills,
machinery, tools and appliances for the uses
and purposes of the business and the same TO
change, alter, substitute, sell and hypothe-
cate at will; and generally 10 do and per
form all things needful, necessary. proper
useful for the accomplishment of the pur-
poses of the corporation. The whole in the
State OF Louisiana, the States, Territories
and Possessions of the United States, and in
foreign states and territories, with the right
to have offices and places of business and
representatives in any all of the same.
A change of the objects and purposes of this
corporation may be made by the vote of all
the stockholders at a meeting called for that
purpose.
ARTICLE IV.-The capital stock of this
corporation shall be Twenty Thousand $50
0mo0 Dollars. divided into Two Hundred
600 shares of the par value of $1,000 each:
which said stock shall be paid for in cash.
The capital stock may be increased to Fifty
Thousand (s5OmO.OO) Dollars, by a vote of
two-thirds of all of its stock at a meeting
of the stockholders called for that purpose.
~ No stock shall be sold transferred
until an opportunity is first afforded all
other stockholders of record to purchase said
shares of stock at book value shown by
the inventory preceding such notice; written
notice shall be given by the owner TO the
BOARD of Directors for the and benefit
of such other stockholders; it shall be trans
and must be accepted within thirty days
from receipt of the Boards notice and paid
for in cash within ninety days from such
notice The stockholders shall have the
right 10 buy said shares in proportion to
their holdings and any shares not taken in
proportion may be taken by the other share
holders. Failure of the stockholders to buy.
shall by the mere expiration of the time
limit release the stockholders from the ef-
feet of this provision.
~ Whenever any stocthoIder whose hold
ngs together with those of his surviving
wife or children, If any, shall aggregate
twenty per cent more of the capital stock
of this corporation, shall die, his successors.
heirs or legal representatives, will have the
right to tender the whole of the stock of
this corporation owned by said decedent and
his surviving wife or children, if any, to
be purchased by the surviving stockholders
at the price set out in the first paragraph
hereof It shall be the duty of the Board
of Directors to submit the said offer to the
stockholders, and If within the time here
inabove prescribed. the offer shall not be
accepted and the stock purchased, then the
said successors, heirs or legal representatives
shall have the right to demand the disso-
luton and liquidation of the corporation and
in default to apply to any court of competent
jurisdiction for dissolution of this corpora
ton and the liquidation of the. same. any
law to the contrary Notwithstanding saving
always however the right to the said
poration in answer to said proceedings, to
dissolve and liquidate in the manner pre-
scribed by the law of Louisiana.
(O No stock shall be held in this corpora
ton by employees, who not officers ex
cept such as has been subscribed for in this
charter or which may be transferred with
the consent OF the Board of Directors TO such
employee at the time of during employ
ment. Whenever such employment ceases
through death, resignation, dismissal or other
wise, the Board of Directors shall call the
stock of that person for transfer to the
other stockholders as provided in this char
ter, but the price to be paid shall be book
value as per inventory last preceding such
CALI the said price shall be paid in cash
within sixty days from such call. No stock
held or controlled by such employees shall
participate in any new stock hereafter au
thorized and issued or in any stock hereafter
to be issued when sold under the preceding
provisions, unless with the consent of the
Board of Directors expressed by resolutions
entered on the minutes. For the purposes
of this Article. the inventory and books shall
be closed as of June 30. and December 81 in
each year, from and after December 81. 1919.
The substance of the foregoing provisions
shall be stated briefly and succinctly in or
on the face of each certificate of stock and
this shall be conclusive evidence and notice
to all persons dealing Herewith. The Board
of Directors is hereby constituted the agent
of the stockholders for the purpose of enforc-
ing and carrying out the foregoing provisions.
ARTICLE V-All the corporate powers vest
ed by law this Charter in CORPORATIONS
shall be exercised by the Board of Directors
of this corporation. including the right to
control and direct the affairs of the
corporation, the corporate policy, and to
sell the corporation or merge the same into
another corporation, and to take in payment
of any such sale merger. cash, bonds,
notes or stock of the purchasing or merging
of new corporation. created
for the purpose, without the necessity of
referring either or any of said acts to the
stockholders.
The Board of Directors of this corporation