The herald., 1919-04-24
ACT OF INCORPORATION OF THE COLA
COMPANY OF NEW ORLEANS, INC.


StI.e % louisiana, PaTIsA Oh OiIedns'
| Gay OF New orleans. be II known, that OIL
.ais, lIe IItn day ot the month Oi APT!l, III
tue year OF our Lord one thousand, nine nun
uigu ana nineteen, and u the Independence
u the I uIted States VI America the one
aunuIcd ana tOrty-tnlrd, before me, Charles
T. F.ctcAuger, = Notary fubuc, duly COM
m!ss.Jued and quaiIted and tor the Lity,
rarIsh and Stale aforesaid, therein residing.
! and II the presence OF the Witnesses herein
aiter named and undersigned, personally
! came and appeared the several persons whose
names are nereunt0 subscribed, who debated
| that awaiting themselves OF the provisions
| u the laws OF TINS State relative 10 the
! formation and organization OF corporations,
| tley have COvenanted and agreed, and do,
| by these presents, covenant, agree and BIND
| themselves, well as those WAC may here
| AFTER become associated with them, 10 torn
/ themselves into corporation tor the %
Jects and purposes with the names and I'm
der the supulatOnS following tO-wIt:
| ARTICLE 1.-The name and style OF this
| corporation shall De Inc Cola Company OF
| New Orleans Inc. and by SAID corporate
/ name il shall have and enjoy succession and
existence TOR period OF ninety -unc years,
| unless sooner dissolved and snail have all
the rights, privileges and lmmunltles whIcH
are now or may hereafter be granted by
! law to corporations u the same KIND and
| character, and under said corporate name II
] shall have the power and authority t. con
! tract, sue and be sued, 10 make and use a
corporate seal, the same to break or alter at
pleasure, and TO make all necessary rules
and regulations tor Its corporate manage
ment and control
ARTICLE 1.-THE domicile OF this cor
poratlou shall be in the City OF New Or
leans Parish OF Orleans, State ot Louisiana,
and citation and other legal processes shall
be served upon the Secretary, or IN case Of
his absence OF inability u act, upon any
other officer OF the corporation.
ARTICLE III-The objects and purpose,
for which this corporation l. organized and
the nature OF the business 10 be carried on
bv il are hereby declared to be: 10 manu-
ttcture syrups and soft drinks Of all kinds
and descriptions and to sell the same IN all
parts Of the United States and foreign coun-
tries: to buy, sell and lease patents cover
ing, in any way, machinery or processes re-
latIng to the manufacture and production oil
soft drinks; TO license 10 individuals or cor
poratiuns for their use any all patent pro
cesses or machinery that may be owned by
the said corporation; TO purchase ana own
| real estate necessary for its business III any
part OF the United States or in foreign coun-
tries; TO manufacture, sell and deal IN any
and all the articles or appliances used winch
may be deemed advisable in connection with
the manufacture of soft drinks; to manutac-
| ture, buy. sell or deal in casks, glass bot
ties, glassware, metal ware. wooden ware
and other articles OF a similar nature; to
operate bottling works; to subscribe, pur-
chase and otherwise acquire and hold shares
Of stock in other corporations; and, generally,
| 10 carry on any business properly connected
with or incidental TO any or all OF SAID
| processes.
|. ARTICLE IV.-The capital stock OF this
poratiOn is hereby fixed at the sum OF
| Seventy Five Thousand tN5,GO) Dollars, di-
vided into seven hundred and fifty G50)
shares OF the par value OF One hundred dol
lars each, all OF which shall be common
| stock, and the amount TO which the capital
stock may be increased is hereby fixed at
the sum Of One Hundred and Fifty (Sl5O.-
OOW Dollars; said stock shall be issued only
for cash or in payment OF property or ser
| vices actually received by or rendered tn
said corporation: said stock shall he fully
paid at the time Of its issuance and there
after be worcestershire. This corporation
shall commence business and become CO.
ing concern as soon as fifty per cent Of its
capital stock shall have been subscribed and
paid for. The parties to this Act hereby
declare that they subscribed for the number
OF shares Of the capital stock of said cor
poration set opposite their respective sigma
lures hereto so that this Act of Incorporation
shall serve as the original subscriptions
WILLIAM Chapman. one of said subscribers
10 the extent of five hundred shares of the
capital stock. in payment OF said subscrp-
ton, does hereby convey, transfer, assign
set over and deliver 70 this corporation, all
Of his right. title and interest in and to that
certain secret formula for flavoring and OK
tract for Cola drink. and for the finished
syrup. known the Chairman Formula"
and l.. T. Mcdonnell and Charles G. Jami-
son, the remaining directors of said corrora-
ton, together with the said William Chan
man. in accordance with the requirements OF
the law, and particularly. Act 267 of 1914,
! of the Legislature OF the State of Louisiana.
do hereby value and apnraise the right. title
and interest of said William Chapman in
| a0d to said secret formula, at the sum OF
Fifty Thousand Dollars
No present or future stakeholder OF this
corporation shall ever sell, assign, or trans
far ttAv 4tay, l,y ,,f,a -.
; capital stock of this corporation until the
same shall have been first offered TO the
remaining stockholders for the benefit OF
those stockholders, who may desire to pur-
chase the same, through the Board of Direc-
tors, for a period Of ten days, at the book
value Of such stock shown by the books
of the corporation, the 3lst day of De
cember, preceding the date Of such offer.
, 1t shall be the duty of the Board of Direc-
tors, promptly, upon receiving offer of
sale of any OF the capital stock of this cor
poration, to communicate the same TO the
stockholders, in writing, through the Secre-
tary OF the Company. and each of the said
stockholders shall be entitled to purchase
, such proportion OF the stock so offered for
sale the number of shares owned by him
. bears to the number of shares owned by all
other stockholders desiring TO participate in
the purchase. No sale under foreclosure
pledge hypothecation shall be validity
, made until the foregoing requirements have
been complied with by the person, or per-
sons firm corporation provoking such
: foreclosure or sale. The Board of Directors
! shall have authority. however, to waive the
above requirements as TO any particular by
pothecation or pledge of stock by resolu-
ton adopted at a regular sailed meeting of
the Board, or meeting attended by all the
members of the Board of Directors. such
resolution being adopted in advance of the
pledge or hypothecation.
ARTICLE Vail the powers of this cor
, poration shall he vested in and be exer-
cised by a Board of not less than three nor
more than five directors, as determined in
advance each year, by the stockholders at
} the annual meeting Each director shall be
, a bona fide stakeholder, and shall at all
, times own one full paid, non-pledged share
of stock. The first board of directors shall
consist of: William Chapman, New Or
< leans, La; L. T. Mcdonnell, New Orleans,
La; Charles G. Jamison, New Orleans, La.
: The first officers of the corporation. with
their post-office addresses are as follows:
| William Chapman, who shall be president
and general Manager, 7629 Sycamore ST., New
Orleans, La; L. T. Mcdonnell. who shall be
! Treasurer, 3523 ST. Charles Ave, New Or
l leans, La; Charles 6. Jamison who shall
l be Secretary, 1870 Sycamore ST.. New Or
leans, La. The above board OF directors
r shall hold office until the first annual meet
: ing in February. 1920, or until their success
sors are elected and qualified. Each sue
5 ceeding board shall continue to hold office
for one year or until their successors are
i elected and qualified. The persons to be
hereafter elected Directors for subsequent
: wears shall select from their own number the