The herald. [volume] (New Orleans, La.) 1905-1953, 1919-09-18
CHARTER OF D. v. JOHNSTON COM
PANY, INC.

I
I United States of America. State OF Louis
lana, Parish OF Orleans, City OF New Or
! leans BE IT known, that on this twenty
| third day OF the month of August. in the
! year one thousand nine hundred and nine
teen, before me, Henry P. Dart, Jr., No
tary Public, duly commissioned 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 are hereunto subscribed. who declared
that, availng themselves OF the provisions
of the laws of the State, relative to the or
ganizatiOn of corporations. they have cove
nanted and agreed, and do by these pres
ents, covenant and agree, bind. form and con
Sttute themselves. as well as such other
persons who may hereafter join or become as
ISOLATED with them. into a corporation and
body polite in law for the objects and pur-
poses, and under the agreements and stpu-
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 II 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 corpora
tons, including power to contract, and
be sued in its corporate naTf; to make and
use a corporate seal, and the same 70 break
and alter at pleasure; TO hold, receive, pur
chase. convey, mortgage. hypOthecate, and
.
bonds, notes and other obligations; 10 have
and employ managers. directors, officers.
agents and other employees, the inter
eSts and COnvenIeuCeS 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 ex-
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 or inability TO act from any
cause whatsoever, upon a Vice President or
the SeCretary-Treasurer.
ARTICLE III.-The objects and purposes
of this corporation are 70 engage IN a gen
eral brokerage business in building materials
and accessories thereof: TO deal and operate
at wholesale and retail as 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,
tools and appliances for the uses
and purposes OF the business and the same 10
change, alter, substitute, sell and hypotEe-
cate at will; and generally TO do and per
form all things needtul, necessary, proper or
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
10 have offices and places OF business and
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 meeting called for that
purpose.
ARTICLE IV.-The capital stock of this
corporation shall be Twenty Thousand (S20,-
OOD) Dollars. divided into Two Hundred
(1O shares of the par value OF $1,000 each;
which said stock shall be paid for in cash.
u Il.
Thousand Cs50O0OO Dollars, by a vote of
two thirds of all of its stock at a meeting
Of the stockholders called for that purpose.
CD No stock shall be sold or 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 use and benefit
Of such other stockholders; it shall be trans
nitted without delay by the Board to them
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 TO buy said shares in proportion to |
heir holdings and any shares not taken in |
holders. Failure of the stockholders to buy, |
shall by the mere expiration of the time |
INIT, release the stockholders from the eff |
ect of this provision.
ngs together with those of his surviving
wife children, if any, shall aggregate
wenty per cent or more of the capital stock |
# this corporation, shall die, his successors
light to tender the whole OF the stock of
his corporation owned by said decedent and
lis surviving wife children, If any, to
'e purchased by the surviving stockholders
t the price set out in the first paragraph
ereof. It shall be the duty of the Board
( IN bOI off 70 no |
and if within the time here
nabove prescribed. the offer shall not be
ccepted and the stock purchased, then the
aid successors, heirs or legal representatives
hall have the right to demand the dsso-
1tion and liquidation of the corporation and
n default to apply to any court of competent
Jurisdiction for dissolution of this corpora
ion and the liquidation of the same, any
lways, however. the right to the said cor
grafton in answer TO said proceedings to
issolve and liquidate in the manner pre-
cribed by the law of Louisiana.
90 No stock shall be held in this corpora
on by employees, who not officers, ex-
apt such has been subscribed for in this
1arter or which may be transferred with
lie consent of the Board of Directors to such
nployee at the time of during employ
ent Whenever such employment ceases
trough death, resignation, dismissal or other
Use, the Board of Directors shall call the
ock of that person for transfer to the
her stockholders as provided in this char
II, but the price to be paid shall be book I
alue as per inventory last preceding such |
Ill; the said price shall be paid in cash I
thin sixty days from such call. No stock !
ED or controlled by such employees shall t
anticipate in any stock hereafter au- {
orized and issued or in any stock hereafter I
be issued when sold under the preceding 1
DIVISIONS. unless with the consent of the &
oard of Directors expressed by resolutions a
,tered on the minutes. For the purposes 5
this Article, the inventory and books shall
closed as of June 30, and December 81, in
ch year. from and after December 81 1919. !
he substance of the foregoing provisions ]
all be stated briefly and succnctly in or I
the face of each certificate of stock and g
rs shall be conclusive evidence and notice i
all persons dealing Herewith. The Board o
Directors is hereby constituted the agent a
the stockholders for the purpose of enforc- 4
g and carrying out the foregoing provisions
ARTICLE V.-All the corporate powers vest y
by law or this Charter in corporations 9
all be exercised by the Board of Directors {
this corporation, including the right to e
anage, control and direct the affairs Of the o
rporation, the corporate policy. and to | a
II the corporation or merge the same into G
other corporation, and to take in payment a
any such sale or merger, cash, bonds, a
ties or stock Of the purchasing or merging h
rporaton or OF a new corporation, created &
the purpose, without the necessity of h
feTIing either or any OF said acts to the e
1ckholders. -
he Board OF Directors of this corporation il
all be composed of four stockholders. who a
all be elected Immediately after the sign b
z OF this charter, and without further for n
lilty or delay, to hold office for one wear ii
until their successors are elected and 81