The herald., 1920-08-12
CHARTER.

n IN
poses Of this corporation are hereby de
clared to he: To manufacture. market.
sell, at wholesale and retail. candy, con
| fectiOns and other kindred products.
| ARTICLE IV.-This corporation shall
have all of the powers and authority vest
| ed in corporations under the laws OF tn"
| State of Louisiana, and shall have the au
| thOrity to do and perform any and all
| things necessary for the performance ol
| the objects for which this corporation ]
| organized or germane or incidental there
| to.
! ARTICLE V.-Thc capital stock Of thi,
| corporation i hereby fixed at fifty-onr
! thousand dollars (S5l OrUW. divided a.
| follows: Five hundred l5tOl shares OF pre-
| ferrcd stock of a par value of one hundred |
| dollars (SlOOOOD per share, and one thou>- |
| and Il OOOD shares of common stock of |
par value of one dollar lSlCo) per share
| The capital stock may be increased a. |
| follows The preferred stock may he in |
| crca Sed by one hundred 900 shares add |
! tionaI of q par value of one hundred dol !
lars $4,000 per share. making the total
authorized preferred stock herein sixty
thousand dollars (SGO,OOOOOl. The common
| stock may be increased by one Thousand
| G.OOOl shares additional Of par value |
of one dollar (Sl.OOb per share. making IN"
total authorized common stock herein two
thor sand dollars (S2 10000. The preferred
stock issued or to be issued by this cor
pOratiOn shall bear eight per cent (NH,
dividend per annum, which dividends shai
be cumulative. The said preferred stock
shall be subject to call by the Board OF
Directors of said corporation at one hun
bred and five dollars (S1Gj.OOl per share
, | at the end of any fiscal year of the Corp0r-
alton The preferred stock shall have no
voting power. MI of the voting power
of this corporation shall he and is hereby
, vested in the common stock. Each stock
holder shall he entitled to vote at any
stockholders meeting in the proportion OF
one vote for each share of common stock
owned by him and registered on the books
{ of this corporation in his name. No diyi-
dend shall be declared or paid to the COM
{ mon stock of this corporation until after
;. all Of the preferred stock issued 10" TN
Incorporation shall have been called and Ir-
. tired No owner of the common stock o.
: this corporation shall sell or transfer any
n of the stock 50 owned by him until alter
| he shall have rendered to this corporation
l. for purchase his said shares Of common
a ! stock; said tender TO be made TO the
- | Board of Directors of this corporation
=. | through the President other executive
u officer, and the Board of Directors shall
u have the right to purchase SAID stock M
book value. and the holder of said STOCK
= agrees to sell said stock in accordance with
y the provisions of this article. If after a
= lapse of 80 days the said Board of III
!. rectorS fails to purchase or declines 10
purchase said stock at book value, the
n holder mad owner thereof shall have the
:, right to dispose of same as Ii" may see
- fit Upon the purcha>" Of any Su"n com
=! mon stock by the Board of Directors Ui
"a this corporation, said stock shall be sold
~ and distributed to and among the owners
. | of the common stock of this corporation
y, in proportion TO their then holdings ar'
= said stock is to be paid for 10y such dis
"a trihutccS at book value. II any such dl~
=, tributes decline to pur"ha>" any part 81
. ] such shares his proportion shall Ice agait
- divided among the remaining holders %
~ common stock in proportion 10 their h"lu
ii ingS.
nj ARTICLE VI.-AT the corporate power
,u of this corporation shall be vested in
II Board Of Directors. consisting of not Is
r> than three 90 nor more than fliteen l"'
- hut which Board shall always consist o
A, an odd number of Directors. and the mem
ld beers of which Board shall be increased "a
ne to fifteen 10 by a vote Of the stock
he holders at any annual or special mrytln
SO thereof. For such election of additional
u, | Directors majority vote of the stock
n holders voting by shares shall he nece>
eli Sary. The Directors shall be elected an
,e~ nually AT the annual meeting of StOckhold
nd prS. or any deferred meeting Of said an
n, nual meeting Of stockholders. Said annui
m meeting to be held on the second Monda
of January of each year. In the event III
~. annual meeting of stockholders Is not h"l
- as herein fixed. the incumbent Director
=, and officers shall hold over until the ele,
-, ton and qualification of their successor
~ In the event the said annual meeting
ID not held on the date herein fixed, II ma
nh he held at any other date subsequent Their
g. | to by call of the Board of Directors
h. that end but officers and Directors Sha
i in no event he elected more than once du
rcr ing any calendar year. Vacancies on u
m Board of Directors shall be filled AT
an special meeting of stockholders held f
mo meeting shall be upon fifteen (l5l day
IL notice by registered mail to the la
oid known address of each stakeholder.
''' majority vote of the entire outstandii
ar meeting of stockholders shall be neceSsa
If to constitute the act of this corporate
oh except where otherwise provided by la
2Ig Wherever vote of the stock of this co
70 pOratiOn is mentioned herein and for
70 other purposes whatsoever II is lnt'nd
to apply only to vote of the CONNIE
"a stock. At the annual meeting or any n
non nual meeting of the stockholders of II
corporation. the stockholders shall ele
not / the Board of Directors of this corporate
~, to consist of such number of Directors
- shall be incumbent on the date of Sn
T. meeting and said stockholders shall liz
Ia ! wise elect at such meeting officers
80 | serve the corporation. which officers sh
fiy, be selected from among the number of I
III | Board of Directors elected at said meetlI
- / and the term of office of which office
tha | shall he cO-eXtenSve with the term of I
cot Board of Directors. In the event of Il
IeSs vacancies in the Board of Directors or
on the officers. such vacancies shall be FIJI
"" at a special meeting of the stOckhOld,
bo called as herein provided. Any increi
ciaI in the number of the Board of Drect'
tbot shall be decided upon and the selection
a. the incumbent to fill such increased nu
tbis her or numbers shall be voted upon nj
ali special or an annual meeting OF stOckho
erS by majority vote thereof Spec
o-cs meetings Of stockholders for all purpO
NOD may he called by the President and M
in be called upon the request of more III
IL | 500 of the outstanding stock. The sto'
ana | holders Shdfi have the power ana auth
his ity to draw up and adopt such by-la
ontS as may be deemed necessary or ueSlrdt
mis- ARTICLE VII.-The officers of this G
Owe poratiOn shall be: President and G.
med eral Manager; one more Vice Pre-
dro- dents and a Secretary Treasurer. II
that the annual election of officers and direct
i'm to he held in the year 1921, the follow
all shall constitute the officers and direct
cers of this corporation: Claude :. Hammo
duly President and General Manager; Clare
rop- J. Lange, Vice President, and j. Bon
lany Gladney. Secretary Treasurer. The Pr
own dent and General Manager shall have
hem mower without other authority. to IN
sum age and direct the business and pOli'
of this corporation and to do any and
may acts necessary or pertinent to the Opt
Is of ton and conduct of the business 10 be c
lpon Quoted by this corporation.
Sec ARTICLE VIII.-This corporation 81
egis- be and is hereby authorized through
such Roard of Directors or through its stO
imed holders, at any regular or special meet
pow, to buy in the stock of this corporation
anu ARTICLE IX.-Any property transfer
o,5 | TO this corporation in consideration
,onna | the issuance by il of its stock is desert
left and appraised according to law on the
d in NehtoI3, at'aSheu N@i''' " ~ ~
gned here"ltn' g,
rites ARTICLE A-SerVlce OF process shdi
the made upon the President of this corp'
,osite ton, and. in his absence, upon any Of
nm 70 officer and otherwise according to law.
rbich ARTICLE XI.-This corporation $
ntion exist and have succession for perlOC
nintey- mine years.
ares ARTICLE XII.-This corporation s
Avri- be liduidated or dissolved pursuant to
hare provisions of existing laws relative tn