The herald., 1920-02-12
CHARTER.


scribed, who declared that, availing them
selves of the provisions of the laws OF
this state, relative to the organization or
corporations, and more particularly Ac,
No. 267 Of the General Assembly Of this
State, approved July 8, 1914, they have
cOvenanted and agreed and do, by these
presents, covenant and agree bind, FORM
and constitute themselves as well as such
other persons who may hereafter join or
become associated with them into a cor
pOration or body polite in law. for the
objects and purposes and under the agree
ments and stipulations following, to-wit.
ARTICLE 1.-The name and style of
this corporation shall be: "The Ehrhard
Baking Co, Inc, and under that name il
shall have and enjoy all the rights. privi-
leges and advantages granted by law to
corporations; 1t shall exist for the period
OF ninety-n nine years from this day: il
shall have the power to contract, sue and
be sued in its corporate name: to make
TO break or alter at pleasure; TO hold. re-
ceive, purchase, convey, mortgage; hypo-
thecate or pledge property, both real and
personal; to issue bonds, notes and other
obligations or negotiable instruments; to
have and employ such managers. direc-
tors, Officers, agents and other employees
as the interest and convenience of said
corporation may require or demand to
make mad establish such bylaws rules
and regulations for the corporate manage.
ment and control Of the affairs of the
corporation as may be deemed necessary
and expedient.
ARTICLE 1.-THE domicile of said
corporation shall be established in the City
OF New Orienas, State of Louisiana, and
all citations and other legal process, shall
be served on the President. in his absence
on the Fice-President and in the absence
of both on the Secretary Treasurer
ARTICLE III.-The objects and pur-
poses for which this corporation is or
nat af ha h.
to be carried on by 1t are hereby de-
clared to be: to engage I'm and operate
one or more bakeries in this City and
elsewhere. and to purchase, sell. manu-
facture and deal in breadstuffs generally,
and to undertake and engage i'm any other
enterprise or business that may be in
cldental TO, or connected with. the pur-
poses hereinabove set forth, or contem-
plated by this charter.
ARTICLE IV.-The capital stock of this
corporation is fixed at the sum of Twenty
Thousand (S200OO.OO) Dollars. divided in
TO one hundred shares Of the par value
of Two Hundred (s2OO.OO) dollars each.
NO transfer OF stock shall be binding upon
the corporation unless made upon its
books, and all certificates of stock shall
be signed by such officers as may be
designated by the Board of Directors.
This corporation shall have the right to
increase it's capital stock to the further
sum Of fifty thousand $50 .0O) Dollars.
to be divided into shares of Two Hun
dred t$200.OO) dollars each. provided said
increase In the capital stock shall have
been authorized by the stockholders at
meeting to be held pursuant to the
provisions Of Article V Of this charter
No stakeholder shall have the right of
selling any Of the shares held by him with.
writing, to the other stockholders. through
the board Of directors, and said stock
holders shall have the privilege of pur-
chasing said shares within ten days there
after for cash at their book value, accord
ing to the last preceding inventory. No
person shall hold stock unless by and
with the consent Of the board of directors
ARTICLE VAN the corporate powers
OF the Company shall be vested in and
the management and control Of it's affairs
shall be exercised by a Board Of Direc-
tors composed OF three stockholders, the
members Of which may be increased to a
Number not exceeding five by the board
OF directors at any of its regular meet.
ings. A majority Of the directors shall
constitute quorum for the transaction
Of all business. The directors shall be
elected annually, by ballot. on the third
Monday In January in each year. Each
stakeholder shall be entitled in person or
by proxy to a vote for every share owned
by him. and all elections shall be held
under such rules and regulations as may
be determined by the Board Of Directors.
after fifteen days written notice by mail
Of such election shall have been sent to
each stakeholder at his last known ad-
dress. The directors thus elected shall
continue in office for one year or
until their successors have. been duly
elected and qualified. No failure to elec,
shall be regarded as a forfeiture Of this
charter. Any vacancy occurring on said
board shall be filled by the remaining
directors for the unexpired term; the
said board shall likewise elect the addf-
tional members In case they should deter
mine to increase the number of said Board.
Said Board, at its first meeting after its
election, nominate out of Its number. a
President, vice-President and a Secrc-
tary Treasurer; 1t may divide the func
tions of the last named officer and may
even elect a secretary who need not be
a director. Said Board of Directors shall
have the right to appoint and dismiss
other employees Of the corporation as
conditions may justify or the business of
the corporation may require. The tenure
of office Of all the employees of the cor
poration shall be during the pleasure Of
the Board of Directors. Any of the d.
rectors or officers shall have the right TO
appoint, by written instrument. another
director or stakeholder to act as his proxy
and in his stead at any and all meetings
of the Board of Directors.
ARTICLE VINO stockholders shall
ever be held liable or responsible for the
contracts, faults or debts of said corpora
ton. nor shall any mere informality In
it's organization have the effect of render
ing this charter null. or of exposing
stakeholder to any liability beyond the
unpaid balance due on the shares owned
by him.
ARTICLE yII-This net Of incorpora-
tion may be changed, modified or altered.
or this corporation may be dissolved with
the assent Of the stockholders owning,tw0-
thirds of all tie stock Of the corporation,
mt general meeting convened for that
purpose, and after at least ten days notice
Of this netting has been given In writing,
through mail, addressed to each stock
holder, at his last known place Of resi-
denee. In case of dissolution by the ex-
piration of this charter or otherwise, the
stockholders shall elect three liquidators
from among their number to Hquidate and
settle the business and affairs of the COM
pany. In case of disability Of one OF said
commissioners or liquidators. the sur.
vivors or remaining liquidators shall have
full power to settle said Company's debte
and divide the remaining money and
property among stockholders. They shall
also have power to meet and act under
the bylaws OF the corporation and under
regulations to be made by a majority of
said iiquidators; to fix the price and
prescribe the terms Of sale Of said prop
erty and the manner In which the sale
shall be made and to take notes and
bonds, secured by mortgage or otherwise,
for part of the purchase price for all or
any part Of said property. provided: how
the liquidators may be modified, changed
or denied by a majority Of the shares OF
the capital stock of the corporation. The
said liquidators shall have authority 10
sue for and recover the debts and prop.
erty in the name Of the corporation and
may be sued by the same name, and they
shall be liable In solido to any creditor
or stakeholder for the monies and prop.
erty Of the corporation which shall come
into their hands or Possession as nqui.