The herald. [volume] (New Orleans, La.) 1905-1953, 1919-01-30
CHARTER.

the sum Of Fifty Thousand Dollars; the said
stock shall be issued only for cash or in
ceIved by or rendered to sTd corporations;
said stock shall be fully paid for AZ the
! time OF It's issuance and thereafter be non
asseSsable. The parties hereto hereby sub
| scribe for the number OF shares OF said capI-
| tai stock set opposite their respective sig
! natures hereto. that this act Of incor-
| poraton shall also serve as an original sub
scription; that, as will appear from their
| subscriptions, Philip Rothschmtt and Peter
| Rothschmitt 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 Of title 70 the
! corporation. Of the business, property and
! good will of the firm of Rothschmitt Bros,
| OF which they the sole members; par
| ticular description OF the property TO be con
| veyed with the valuation thereof Is attached
! to and made part OF this Act OF Incorpora-
| ton Tor future reference.
| No present Or future stockholders shalt
| ever validity sell. assign, or transfer, other
| than by inheritance, any u the capital stock
| OF this corporation until the same shall have
| been first offered to the remaining stock
| holders for the benefit OF those stockholders
| who may desire to purchase the SANG.
| through the Board of Directors, for period
| OF ten days. at the book value Of such stock
as shown by the books OF the corporation
| on the 5ist day Of December preceding the
| date of such offer Ii shall be the duty of
the Board Of Directors, promptly upon re.
| stock of this corporation, TO communicate
| the to the stockholders. in writing.
| through the Secretary OF the Company and
each Of the said stockholders shall be en-
| titled to purchase such proportion of the
! stock SO offered for sale as the number of
| shares owned by him bears to the number Of
! shares owned by all other stockholders de-
| string to participate in the purchase. No
| sale under foreclosure, attachment or other
process, or by virtue Of any power Of at
torney, pledge or hypothecation shall be
! validity made until the foregoing require
| mentS have been complied with by the per
| ing such foreclosure sale. The Board
OF Directors shall have authority, however,
| TO waive the above requirements 10 any
| partiuar hypothecation or pledge of stock.
| by resolution adopted at 4 regular meeting
OF, the Board, or at a meeting attended by
| all the members of the Board of Directors,
| such resolution being adopted in advance
OF the pledge or hypothecaton
ARTICLE V.-All the powers of this cor
/ pOration shall be vested in and be exercised
by a Board OF three directors. The said di-
1 rectors shall be bona fide stockholders and
I shall each own at all times one full paid
non.pledged share Of stock. The first Board
! OF Directors, well the officers of the
/ corporation, shall consist OF: Peter Roth
schmitt, whose residence is New Orleans.
La. who shall be 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.
The abote named board of directors and
each succeeding board shall continue TO
hold office for one year, until their sue
| cessors elected and qualified. Failure
TO elect directors at the annual meeting, as
well any failure to elect officers at the an
nual meeting shall not operate to dissolve
the Company, but the directors and officers
installed shall continue to serve until their
I successors elected and qualifid. The
persons to be hereafter elected Directors
| for subsequent years SHAH seiect from their
own number a President, a VicePresident
and General Manager, a Secretary Treasurer.
The Board of Directors may from time to
time, and the business Of the corporation
may dictate. combine any two of the above
offices in one and the same person, except
that of President and Vice-President. On
the first Tuesday OF February, 1920, and each
year thereafter the stockholders shall elect
Board OF Directors for the ensuing year; the
Board of Directors as well as the officers al
ready installed shall continue in office until
/ their successors elected and Qunlifed
The election of Directors shall be by ballot,
and the persons receiving the majority OF
votes cast shall be declared elected. For
electing Directors, or for any other purpose,
each share OF stock shall be entitled to one
vote, whether present or by proxy, but no
fractional share of stock shall be entitled to
vote. A majority of the Directors voting at
any one time, in person or by proxy, shall be
| required TO pass any resolution adopt any
bylaw, and with, when adopted, shall be-
come valid corporate acts. In case of vacancy
| on the Board or among the officers from any
cause the remaining members of the Board
| shall have the power to fill such vacancy.
Said Board of Directors shall have the power
to enact such bylaws, rules and regulations
| as in their opinion, may be necessary and
proper for the management, operation and
control of the business of said corporation
ARTICLE VI-Notice of all meetings held
for the election OF Directors, or for any other
purpose. shall be given in writing by the
Secretary and may be served personally or
deposited in the mail addressed fifteen G5)
days before such meeting is held and directed
to each stakeholder at his last known address
as the same shall appear on the books of the
corporation. unless said notice is waived in
writing by all of the stockholders appearing
upon the books. At all meetings of stock
holders a majority of the votes cast shall
be sufficient to elect decide all questions
voted upon, except for the alteration, amend
| ment or the dissolution of the corporation
ARTICLE VII.-This act of incorporation
may be altered, amended or modified OF
the corporation dissolved by a vote of two
| thirds in amount of the capital stock rep.
resented at general meeting of stockholders
called for that purpose, after notice as pro-
vided in Article VI. Of this charter; and
in case of dissolution of the corporation
the stockholders at such meeting shall elect
three 90 Liquidating Commissioners, who
snail have entire charge of such liquidation
with authority to sell and dispose of the
assets OF the corporation, and to fill vacan
cies occurring in their number.
ARTICLE VIII-No stockholder shall
ever be held liable or responsible for the
contracts faults of this corporation If
any further sum than the unpaid balance
due the corporation the shares owned
by him, nor shall any mere informality il
organization have the effect of renderins
this charter null. or of exposing a stock
holder to any liability beyond the amount
OF his unpaid stock.
Thus done and passed at my office in the
City of New Orleans, on the day, month anc
year first hereinabove written. in the pres
ence of Francis Eisler and Burt w. Henry
competent witnesses, who hereunto sigr
their names, together with said appearers
and me, the Notary( after due reading o.
the whole.
Witnesses: F. Eisler, Burt w. Henry.
Original Signed Peter Rothschmtt. 81
shares; Mathew Bauer, 20 shares; PHILIP
Rothschmitt, 50 shares.
CHAS. F. FLETCHINGER,
Notary Public.
I, the undersigned, Recorder of Mortgages
for the Parish of Orleans, do hereby certify
that the above and foregoing Act of Incor
poration of ,Rothschmitt Bros. Baking Co.
Inc, was this day duly recorder in my
office, in Book 1922, Folio -.
As witness my hand and Seal, at New
Orleans La. this 18th day of January 1919
(Signed EMILE J. LEONARD, by. r
CIIAS. F. FLETCHINGER,
Notary Public.