The herald. [volume] (New Orleans, La.) 1905-1953, 1919-03-20
CHARTERS

me, Ionn K. ptOn, a Notary PuDEc IN anu
for this City and Parish of Orleans State Ut
Louisiana. therein residing duly commission
ed and qualified, and in the presence OF the
witnesses hereinafter named and underslgu-
ed: personally came and appeared, the sew
eral persons whose names are hcreuutp sub
scribed. who declared 70 NE, Notary that
avliling themselves Of the provisions Of the
laws Of this state relative 10 the 5rgaulzd-
tions Of corporations and more especially or
Act 257 of 1914 they have coveuanted and
agreed. and by these presents do covenant
and agree for themselves, their successors
and assigns to form themselves into a cor
poration and body polite, for the objects and
purposes. and under the Stipulations here
matter set forth, to-wit:
ARTICLE 1.-The name and title of this
corporation shall be the Smith-DaviS Com
pauy. Inc and under such title it shall have
and enjoy succession and existence Tor a
period OF ninety-nlne years from the date
hereof unless sooner dissolved; it shall have
power and authority to contract sue and
be sued; to make and a orporate seal.
the same to break and alter at pleasure; to
have. hold. buy, sell, lease, mortgage, and
hypothecate or pledge property, real. personal
or mixed necessary, proper or incidental tor
the carrying on of its business, we'll as
TO issue bonds or notes secured by such
mortgage; to make and issue notes and
other certificates of Indebtedness; to name,
elect and appoint managers, directors. clerks
and other employees to properly conduct its
corporate business, and to make such by
laws rules and regulations may be neces-
sary or found desirable for the management
of its business and affairs, and generally TO
do every other act, matter or thing neces-
sary or desirable for the complete and proper
carrying out of said business.
ARTICLE 1.-THE donicile Of this corpo-
ration shall be at the City of New Orleans,
in the Parish of Orleans, State of Louis
shall be served upon the president or in his
absence on the vice president, and in the
absence of both on the Secretary Treasurer.
ARTICLE III.-The objects and purposes
for which this corporation is organized and
the nature of the business to be carried on
by it are hereby declared and stated to be:
To buy, sell and deal in general merchan-
disc OF every kind and character, and to do
a general merchandise business, including that
of buying and selling on commission
basis and for itself; to do general import
ing and exporting business, both domestic
and foreign; to build, own, lease and operate
storerooms warehouses ror the storage of
merchandise, or cold storage purposes; to
store goods of all kinds in such store-rOoms
or warehouses for itself and others, and TO
make reasonable charges for service in storage
OF goods; to issue receipts in exchange for
goods stored, and to dispose of said goods for
account of the thereof upon their
failure to comply with the conditions of such
storage contract; to make loans on goods
stored either in the stOre-rooms or warehouses
of the corporation others, and to issue
notes and other securities in the purchase of
goods; to represent others as agent or other
wise in the same line or similar lines of
business; to act as manufacturers agent and
to receive and sell goods on consignment; TO
acquire and own stock in other corporations;
and, generally, to do and perform any and
all things necessary or convenient to carry
on said objects and purposes.
ARTICLE 1V.-The capital stock of this
corporation is hereby fixed at Twenty thou
sand (s20OOOO dollars, divided into two
1~,l Il. Il r
hundred $4,000 dollars each, provided, that
the amount to which the capital stock of
this corporation may be increased shall be one
hundred thousand Cs1OO.OOO) dollars. One hun
dred nd twenty Q20) shares. or twelve thou
sand Sl2,00O dollars of the capital stock
of this corportion must be subscribed before
the filing of the articles of incorporation
| The subscribed capital stock of this corpo-
| ration shall be payable in cash. property
! (real or PERSONAL or for labor and services
rendered and performed. No stakeholder
| shall ever be held liable or responsible for
| the faults, contracts or debts of this cor
poration in any further sum than the I'M
paid balance due the corporations on the
shares of stock subscribed by him, nor
| shall any mere informality in organization
have the effect of rendering this charter
null, or OF exposing any shareholder to any
| liability whatsoever. This corporation shall
| not engage IN business until one hundred and
| twenty Q20) shares, or twelve thousand
dollars of the capital stock shall have been
subscribed, and sixty (6O shares, or six
| thousand (S6,0O0.00 dollars of the capital
stock have been issued and paid in, in cash.
If, in addition, any stock of this corporation
| is exchanged, either in whole or in part,
| for property or good will, in that event the
provision of Sec. 3 of Act 267 of 1914, shall
/ be complied with strictly.
| ARTICLE V-All the corporate powers of
| this corporation shall be vested in and ex-
ercised by a Board of Directors composed of
five stockholders, each of whom shall own
| in his right, during his term of office
at least one full paid share of stock, ma
| jority of whom shall constitute quorum
| for the transaction of business. The officers
of this corporation shall consist of a Presi-
dent, VicePresident, and Secretary Treas
urer. All of whom shall be members of
rotary and Treasurer may be combined in
| one and the same person. The following
named persons shall constitute the first
Board Of Directors, to-wit Samuel A.
| Destrehan P. o., La; Ephriam Rosenberg,
| 1927 St. Charles Ave. New Orleans. La
Earl Bruce Rowan 81 Morgan Boulevard,
New Orleans, La, and Otto F. Briede, 1922
Magazine ST., New Orleans, La, all resi-
dents of the State of Louisiana. and dom-
| ciled at the address above stated with SAM
uel A. Davis, Jr., as President; Charles E.
Smith. as Vice-Presdent, and Earl Bruce
| Rowan, as Secretary and these
directors and officers shall hold office until
the second Monday of January, 1920. or until
| their successors are duly elected and quail
| fled Thereafter the directors shall be elect
| ed annually on the second Monday of Janu-
airy of each year, and they shall elect their
own officers; all elections of directors shall
| be by ballot, and each stockholder shall be
| entitled to vote for each share of stock
| standing in his name on the books of this
| corporation, this vote to be cast in person
| or by written proxy, and It shall require
| a majority OF the stock present or repre-
| scented TO elect. The directors shall have the
right TO increase their number to seven.
| Failure TO hold an election for directors on
the second Monday of January, 1920. or an
| nually thereafter, shall not work a forfeit
ture of this charter. but the old Board OF
| Directors shall remain in office until their
| successors are duly elected and qualified.
| ARTICLE VI.-The Board OF Directors
shall hold regular meetings at such times as
| shall be fixed in the bylaws of this corpora
| ton. These meetings shall be held at the
| domicile of the corporation, but the president
| may call spcial meetings of the Board of
| Directors at such times as he NAV deem adj
| visable, and he shall be required to call such
| special meetings at the request Of member
| Of the Board Of Directors. Three days writ
| ten notice of such special meeting shall be
| such notice is signed by the directors. Any
vacancy occurring in the Board Of Directors,
either from death, resignation or inability
| to serve, shall be filled by the remaining
Board of Directors at its next regular meet
| ing after such vacancy shall have occurred.
| The first Board of Directors of this corpo-