The herald. [volume] (New Orleans, La.) 1905-1953, 1920-04-29
CHARTER.

mortgage, nypDth~dIr. pledge. OF other .
wise receive or dispose Of property. real. ,
personal and mixed. corporal and iucOr-
pOrcal; to issue bonds, and. II desired, To |
secure the same by mort gage. 10 huy and /
hold stock in other companies. Incident /
to the objects and purpose or 20 the *
pan>IOn Of TIA" business interests of the ]
corporation 10 name, elect and appoint /
such managers. agents. directors or Off /
GERS ~ its business interests may require. |
and To max" and establish alter and
amend its bylaws, rules and regulations
for its proper government rs may br
deemed necessary ana proper, aud. gen
orally. to do any ana an things incident
10 or necessary and proper for the extern
sion of the business in which the corpOr-
alton II engaged.
ARTICLE U.-ThiS corporation shall be
doWiriied IN the City OF New Orleans. in
the stat" of Louisiana. and all citation OF
other legal process shall be served upon
the President Of the corporation, and, in
TIA" event Of his absence upon the Srcrc-
tary Treasurer.
ARTICLE III-The objects and pur-
poses for which this corporation Is organ
led and created and che nature OF the
business {. be carried on by it are de
Clurrd to be- as follows. To manufac-
ture. buy, sell deal ia aud handle drugs.
medicines, extracts. chemicals. mineral and
vegetable preparations, patent prOprie-
taTN, Registered and other medicines toilet
articles. candy, supplies and druggists
SundrirS and, generally. to engage in tho
business of a retail druggist and prcScrip-
ton pharmacist; TO fill prescriptions of
physicians and surgeons 10 refill same,
to bay Prescriptions Of other druggists
and to sell same, all As the law permits
70 export and import any and all materials
ana things pertaining 10 the retail drug
business. to buy. sell, own. register and
patent all SORTS Of medicinal and pharma-
c"uticai preparations and the formulate
therefor; 10 manufacture same to acquire
or dispose of same, and 10 acquire copy
rights and trademarks therefor: all in
conformity with the provisions of the law.
To buy, sell. lease, own and operate
tail drug stores in this city or state: to
acquire by purchase, lease. to mOrtgag"
and otherwise 10 hold, own or dispose OF
real property for the furthrTiuG Of the
purpose aboN" set forth. To own and
operate ana to arpuir" and di>pO>" of in
amy manner. soda fountains soft drink
and irr cr"H> stands, 10 engage in for
rign we'll Is domestic commerce. and
to carry on the aforesaid. business in the
nitcd states. its territories and posses.
SionS, and in foreign countries: 10 con
duet and carry on such other business as
may b" found necessary or convenient for
property "tfectiug tn" aforesaid purposes
or enhancing the value of properties,
rights and privilege, of the corporation.
ARTICLE IN.-Thc capital stock of this
Company il hereby fiN.d at the sum of
and shall he divided into and represented
! by two hundred and fifty (2JOb shares OF
the par value of one hundred (SlOOOOD dol
lars each. SAID stock shall be paid for in
cash, or its equivalent. as provided by
| law and in such manner and at such
| times aud in such inStHllmcnts aS may be
prescribed by the Board of Directors. Said
corporation shall become 4 going con
| Germ and shall be authorized to commence
business when twelve thousand five hun
| dred tSl2JuOW) dollars of its capital
stock shall have been subscribed and paid
| for.
| ARTICLE V.-The capital stock of this
| Company may be- Increased to the sum OF
! two hundred thousand tS2O0.OO0.0O) dol
lars, 10y a twO-thirds vote of all the stock
present or represented at special meet
| ing called for that purpose. or at reg
ular annual meeting of the corporation.
| ARTICLE VI.-All certificates of stock
| issued by til" Company shall be signed by
| the President and counterSigncd by the
! Vice President. or. if authorized by reSO-
| luton of the Board of Directors. shall be
| signed by the President or Vice Presi-
| dent and counterSignrd by the Secretary
| Treasurer. The stock of this corporation
| can be transferred only on the books of
| the corporation and subject To such reg
| ulationS aud fOrmalities may be by the
! board of Directors from lime to time pre-
| Scribed. No stakeholder shall be- permit
| ted to sell or otherwise dispose Of his
| stock without first offering the same in
! writing TO the other stockholders. thrOug n
| the Board of Directors. at a price not eN-
| cecdng the book value thereof at the time
| of the last inventory. and the StOckhOld-
| ers shall have an option and first right
| to purchase all the shares of stock to be
| thus disposed OF by sale or by the death.
| resignation or otherwise. of any of the
| stockholders Of the corporation. and shall
have period of ten days in which to ac-
cept or decline such offer of stock. should
the Board of Directors or the StOckhOld-
"rS decline to purchase said stock, then
the stakeholder or stockholders who made
| the offer to sell or otherwise dispose of
| the stock. may sell otherwise dispose
| of II in any manner and at any price that
| he or they may see fit. But each share
| of stock is issued under the condition and
Understanding SfOPkhnl1pr
make = sale or transfer of his stock in
violation of this provision: and such sale
or transfer. if made. shall he void, and
this company shall be under no obligation
to list said STOCK on its books or to re-
gard the holder of the certificate thereof.
ARTICLE VII-The corporate powers
of this corporation shall be vested in and
exercised by Board of Directors. com
posed of not less than three and not more
than five stockholders two of whom shall
constitute a quorum, if there are three
| Directors, and three of whom shall con-
StitTte quorum If there are four five
Directors. for the transaction of business
The Directors of this corporation may
| vote in person or by written proxy at any
of the meetings of the Board of Directors
and the Board of Directors may delegate
any of its powers to any officer Off
company by appropriate resolutions Il
that effect. The first Board of Director.
of this company shall be elected at thu
, first stockholders meeting, which is here
1920, ut New Orleans. Louisiana, and tn,
| Directors elected shall serve until tn.
, fourth Wednesday in December. 1920 oil
until their successors are elected and quail
flied. The Directors of this corporation
: shall be elected annually by the stock
holders at meeting held on the fourth
Wednesday of December in each veal
| thereafter. Notice of such meetings shall
. be given fifteen days prior to the date O
the meeting. in writing, sent to each stock
holder at his last known address. Tn,
Board of Directors may change the dat,
, of such. meetings by giving notice in thu
manner above provided. Notice may b.
waived provided all the stockholders con
! sent in writing, to such waiver of notice
? Each stakeholder shall at such annua
meeting or other meeting. general or spe
cial, be entitled, in person or proxy, Z
+ one vote for each share of stock owned b,
him. Elections shall be held under sucl
rules and regulations as may from time Il
time be determined by the Board of hi
rectOrs. The Directors. when elected
shall hold office for one year, or unit
} their successors shall have been eecte,
and qualified; and failure to hold the an
' nual meeting of the stockholders. or 4
elect annually the Directors. shall no
operate the forfeiture of this charter o
any rights Hereunder. Any vacancy oc
curing in the Board of Directors may b
filled by the Directors for the uneNpire,
term. and in the event that the remaining
Directors cannot agree upon the persOl
to be appointed to fill the vacancy, the
a stockholders meeting shall be dull
[ | called to elect a new Director. The Boar
of Directors may be increas ed from tire
to five by ma jority vote of the out