The herald., 1920-12-02
CHARTER.

ycuicur, may require: 10 maxi" aud "~-
f,bIi>h l> well aS 10 alter and amend.
from tim. To time. such 10y laws. rules ana
regulations for tn" proper management 81
the affairs of his corporation, as III" sam"
may hr necessary and proper. said cor
rur.tiOu shall have further power 10 H'-
puir-. sell and dispose of tn" capital stock
no other corporations. and further {" IN
iuy and cNrrri~, all the rights and priv
l--.> and grants under IN" laws of tins
State. and NOR" particularly under A't 10
of th, Louisiana Legislature of 1914
ARTICLE 1.-THE objects and Pur-
poses for which this corporation l. OF
.:luiZed. and the nature of the business 10
bee carried on by ii are hereby declared
70 be:
The Manufacture and sale of cigars. and
such other business as may be incidental
thereto or connected Herewith.
ARTICLE III.-The capital stock of this
corporation j. hereby iNrd at the sum OF
thirty thousand tS3oOOOo) dollars 10 De
represented by three hundred t@Vol shares
OF IN" par value of one hundred tHlUUul
dollars each. payable at such time ana
under such conditions as the Board OF
Directors NAV determine. This corpora
ton shall be- a going concern and au-
tAori7rd to do business, as soon a. NIFTY
| tIul per cent Of its authorized capital snail
lee subscribed for. and at least NIFTY tot
| par cent of all stock so subscribed for.
| shall hr paid for. Stock of this company
! shall only hr ISSUED for cash, or for >erN-
| ices rendered, merchandise, property or
| other valuable considerations, rnurlhS 10
/ this corporation. accounting to the eN-
elusive Judgment and findings OF the Board
of Directors thereof.
| ARTICLE IV.-In the event any holder
/ or owner of stock, As we'll a. his widow.
I estate or heirs. desires To sell or dispose
/ Of the same. such holder or owner, as Wen
/ as his widow. estate or heirs, must nTSt
| tender such stock to the other stockhold-
/ pr> through the Board of Directors. Tor
purchase for period of thirty days. IN
writing. at the price of said stock on the
books of the corporation, and during SuCh
] ,I of
! holders shall have the exclusive right 10
/ accept or reject the purchase of said
I stock. as they may elect; and in the event
! said stockholders. through said Board
/ shall fail - make said purchase WITHIN
! the said period at the price offered un-
! der the conditions aforesaid. then ana IN
| that event the stakeholder or stockhold-
! prS desiring to dispose of his stock. may
! sell the same to such other person or per
/ sons as he may see mt.
! ARTICLE V.-The domicile of this cor
poration shall be in the City of New Or
! leans La. where all meetings of the stock
! holders or directors must be held, pro.
vided. that with the written consent OF
all directors, valid meetings OF the d.
| rectors may be held outside of the state.
| or within the State. elsewhere than at its
domicile. Citation shall be served upon
the President. or in the absence or dis
ability Of the President, upon the Vice
President; and in the absence or diSabil-
ity of the latter upon the Secretary. and
in the absence or disability of the latter
upon the Treasurer.
| ARTICLE Vial the corporate powers
of this corporation shall be vested in and
exercised by Board of Directors, three
in number. all of whom shall be stock.
holders to be elected on the first Monday
! of January of each year, commencing witt
the first Monday of January, 1922, Will
the understanding that the hrSt Board o
| Directors selected by the stockholders. anC
named in this charter. As well as the frs
p set of officers as herein after named. shall
5 hold office until the first Monday of Jan
t1,..fr lNN.sg how
been elected and have qualified.
? After the election of said Board of hi
;. rectOrs, by the holders of stock. as here
: i'm provided, there shall be elected by sal,
( directors from their own number. the Of
fcerS Of the corporation, which are a
I fallows: First President; second.
Y Vice President; third, a Secretary; fourth
;, Treasurer. with the right TO combine tn
4 last two Offices in one person.
. The first Board of Directors. and tn
!. officers of this corporation shall be tn
o following. and which said Board of hi
. rectOrs and officers shall serve until tn
70 election to he held on the first Monday o
= January, 1922, or until their successors ar
elected. chosen and qualified. The nd
;, dresses of said directors and officers ar
Q set opposite their respective names: Her
# man Lesser, President. SEQ Decatur st
:, New Orleans. La; Robert Friedrich. SEC
o | retary-TrcaSurer. 300 Decatur St, New or
$ leans. La: Jake Kahn, Vice President. 80
q Decatur St. New Orleans La.
ARTICLE VII.--The annual meeting q
| the STOCKHOLDERS or TINS corporation 10
!. the election of directors shall he held o
|. the first Monday of January of each yea
| commencing with the first Monday Of jar
(. uary. 1922. The election for said director
shall he by ballot and the majority j
amount of stock, voting, whether in pei
t son or by proxy, shall elect the perso
:, for whom they are cast; each share {
Il stock voted upon. to be counted hut fO
l. one vote. Said stock shall not be er
:, titled to cumulative voting.
e The Board of Directors shall give
., least fifteen days notice by mail of ii
election of said directors. and shall NJ
point one or more stockholders to preSid
at such election. Any failure from an
cause whatsoever to elect directors on Il
day named for that purpose shall not di
solve this corporation. but the director
= and officers then in office, shall hold Ov,
X until their successors are chosen an
qualified.
J. Said Board Of Directors is further a,
W thorized to frame and adopt bylaws, ruiz
p and regulations as the affairs and bus
in ness of the company may require. and
le may deem necessary for the Conductir
d. and management thereof provided. Il
ne same does not conflict with this chart
%, and the laws of the State of LouiSian
in and those of the United States of Americ
of to name and appoint managers. fix the
Id compensation and terms of emplOymeT
It. as well as name and appoint agents al
r. employees, as in its discretion may see
he NJ and proper, as well as to fix the salari
to and terms Of employment of the officer
IT. employees. clerks and assistants.
he ARTICLE VIII-The Board of Directo
de Is specially vested with the power to a
nd quire and purchase such property or bu,
e. ness, or good will. or all of these from
rs dividuals, firms or other corporations
e. said Board of Directors may deem adv
m able and proper, and at such price al
or on such terms as they deem best. and
he pay therefor In the capital stock of Il
il corporation or otherwise.
'r- ARTICLE IX.-NO stakeholder shi
o. ever be held liable or responsible for t
lie, contracts, faults, or debts of this CorpoI
m ton. nor shall any mere infOrmality i'm
IN, organization, have the effect of renderi
RS, this charter null or OF exposing its stoc
nd holders to any liability beyond the u
al, paid balance on the stock owned by the
Is ARTICLE X.-The names and post off
Pr addresses of the subscribers to these 8
III, ticles of Incorporation and the numt
OF. of shares of stock subscribed for by ca,
is are as follows: Herman Lesser. 300 I
Ter catur ST.. New Orleans, La, l25 shar,
int Robert Frederick, 800 Decatur St. n
Of Orleans. La, 125 shares; Jake Kahn,
m Decatur St., New Orleans. La. so shares