The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-25
CHARTER.

| all sorts, materials and descriptions, To
own and operate a printing plant in con
nection with the business, and to print
labels and such other printed matter a.
may be necessary in the business; TO Oper-
ate a saw and planning mill in connection
, with the business. and to design, copy
right, print and own. labels for cigar boxes
and other containers; to deal in and nan
die cigar manufacturers supplies, acces-
series and utensils, and any ana all ar
tiCleS in connection with the cigar. cigar
cite and tobacco manufacturing business
and, generally. TO engage in any ana all
business incident TO the objects ana PUT
poses above described. To engage IN for-
eign as well As domestic commerce ana 10
carry on any of the business aforesaid m
the United States and its territories ana
dependencies, and in foreign countries
ARTICLE IV.-The capital stock Of this
corporation is hereby fixed at the sum OF
twenty five thousand dollars tS2JOOO@l.
represented by two hundred and nifty t20O,
shares. of the par value of one hunuFtu
dollars C$1OOOOl each. Said stock shall
he paid for in cash or its equivalent. as
provided by law. and in such manner ana
at such time. and in such installments as
may be prescribed by the Board OF III
rectorS This corporation shall become a
going concern and shall be authorized 10
commence business when Sl2.JOOU OF IL
capital stock shall have been subscribed
for. and $4,000 of its capital stock ac-
tually paid in. either in cash or its equiv
alrnt. rs provided by law.
ARTICLE V.-The capital stock of this
corporation may be Increased to the sum
two-thrdS vote of all the stock present "i
represented at special meeting CALI
for that purpose. or at regular ahhua
meeting of the corporation.
| ARTICLE yI-Au certificates Of stock
issued by the corporation shall be signed
10y the President Vice President. and by
the Secretary -Treasurcr. The stock oil
| this corporation can be transferred only
. on the books of the corporation, and sub
jet to such regulations and formalitieS
rs may be by the Board Of Directors from
time to time prescribed. No StOckhOlder
shall he permitted TO sell or otherwise dis
pose Of his stock without first Offering
. same i'll writing TO the other stockholders,
through the Board of Directors. AT price
= not exceeding the book value thereof, and
, the stockholders shall have an option ana
! first right to purchase all the shares OF
= stock To he thus disposed of by sale res
. ignatiOn or otherwise of any OF the STOCK
holders Of the corporation. and shall have
! Il period of ten days in which 10 accept
D or decline to purchase said stock. Should
: the Board of Directors or the stockholders
T. decline to purchase said stock. then the
7 stakeholder or stockholders who made the
Z offer TO sell or otherwise dispose OF th'
stock. may sell or otherwise dispose OF H.
, III any maLner and at any price that ne
i or they may see mt liut each snare OF
} stock is issued under the condition and
% understanding that no StockkhOlder shall
o make Il sale or transfer of his stock In Nlo-
g lation of this provision: and this company
: shall be- under no obligation 10 list SAID
= stock on its books or To regard the holder
! , of the certificate thereon,
9 ARTICLE VII.-The corporate powers
= / Of this corporation shall be vested IN ana
r exercised by Board of Directors com
:. posed of four stockholders, three OF whom
shall constitute Il quorum Tor the trahsac-
: ton of business. The Directors of TINS
= corporation may vote III person or by
II proxy at any of the meetings OF the Board
n / of Directors. and the Board OF Directors
- may delegate any of its powers 10 any
!, officer or officers, or any other representa-
I tive of the Company, by appropriate rtsO
: luton to that effect. The nrst Board OF
:, Directors of this corporation shall be COM
posed of the following: Bernhardt Fried
Is man. jules Dupuy, Jr., julius Oppenheim
~ Paul T.. ChascZ; with Bernhardt Friedman
~ as President. jules Dupuy as Vice Presi-
n dent. and Julius Oppenheim as Secretary
a Treasurer, and they shall serve until tht
!. third Wednesday in January ly--, or u unit
~ their successors are duly elected and quail
- flied. The Directors shall be elected an
- nually. at Il meeting held on the thlrd
- Wednesday in January of each year there
a after notice of such meeting being given
la according to law. and the Board of Dlrec
tors may change the date OF SAID annud
10 meeting, by written notice TO that eHect
= sent at least fifteen days before date tt
: which the meeting has been changed, dl
q rected TO each of the stockholders at his
= last known place of residence. Each stock
y. holder shall ut such annual meeting oil
= other meeting, general or special, be en-
titled. in person or by proxy, 10 one vote
for every share of stock owned. The cleo
,,. ! lions shall be held under Such rules anC
" ! regulations AS may he from time to ttm'
" determined by the Board of Directors. Thu
" Directors, when elected, shall hold Office
for one year. or until their successors have
~ been elected and qualified. and failure L
Il hold the annual meeting of stock holder
to elect annually the Directors shall no
. operate the forfeiture of this charter o.
, any of the rights hereunder. Any vacanc!
occurring in the Board of Directors MAJ
be filled by the Directors for the uneN
= pired term.
at ARTICLE yIII-This Charter or Act o
a. Incorporation may be changed, modified
as altered or amended. by and with the con
II sent Of two-thirds of all stock present a
or any meeting, general or special. held 70
that purpose, and such amendment ma.
be material or immaterial. subject onl.
to the limitations as may be by law pro
vided; and this corporation shall hay
power to increase its capital stock, as here
or nbefOre set out, and to decrease its cap
- ital stock provided by law; and an
increase of capital stock In excess of IN
- amount named herein as the amount {
m which the capital stock may be increased
may be made by three-fOurths vote o
all outstanding stock.
u ARTICLE IX.-NOtice of any and a
ew meetings. except as other-''ise provided i
tn this charter, shall be given in the manne
he provided in giving notices in case OF cleo
n lions, under the law. unless such motto
l.. shall have been waived. In case of tn
is dissolution. liquidation or termination G
IT. this charter by limitation or otherwise, tn
re- affairs of this corporation shall be liQui
he dated by one or more liquidators electe
ar by the stockholders who may provide til
he number of said liquidators. and vest theI
IN | with such authority as may be by la
n permitted and fix the terms and condition
IN. upon which they shall serve, and the
Wa compensation, and provide that in case
,es the death or disability of any one of I'll
-Iy said liquidators the remaining liquidatOl
Nv may fill the vacancy or continue to act o
no behalf of the corporation.
Ia ARTICLE X-No stakeholder Of TIL
NJ corporation shall be liable or responsible
do for any costs, contracts, debts or faults
es, this company or any of its officers, nc
ay shall any mere informality in OrganizatiO
" have the effect of rendering this charts
iu null and void or of exposing a stockholdt
'u' to any liability beyond the unpaid balanC
due on the stock held by him.
OK ARTICLE XI-The subscribers heret
ate have written opposite their names Il
to number of shares subscribed to by each
for them, and their postOffice address. so tn;
ate this charter may serve as subscriptio
III list of the corporation. all of which sui
yer scriptions are payable in the manner an
Ike form set out herein.
ter Thus done and passed, at my office.
re- the City of New Orleans, Louisiana. o
IN. the day, month and year herein first aboN
or written, and in the presence of VIM. Maso
~. Smith. Jr., and Walter Revertiga. comps
In tent witnesses, who have hereunto signe
ed their names, together with the said al
M bearers and me, Notary, after due readll
10 of the whole.
~ (Names of subscribers omitted)
an Witnesses: VIM. Mason Smith, Jr., Wa
~, dSts (Seal) HERMAN L. BARNETT,