The herald., 1920-04-15
CHARTER.

real ana personal; TO issue bonds, notes
and other obligations or negotiable in
struments; to have and employ such
managers, directors, officers, agents and
other employees as the interest and con-
yenience of said corporation may require
or demand: to make and establish such
corporate management 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 Orleans State OF Louisiana,
and all citations and other legal process
shall be served on the President, and in
his absence, on either of the Vice-Presi
dents.
ARTICLE III.-The objects and pur-
poses for which this corporation is orga-
Iized and the nature of the business TO
be carried on by it are hereby declared
to be: to manufacture and bottle and to
sell and distribute soft beverages of every
kind; to establish agencies for the sale
of the products of the Company; and gen
orally to do and engage in every other
business, undertaking or enterprise con-
nected with, or growing out of, germane,
or incidental to, any of the purposes here
inaboye set forth or contemplated by this
charter.
ARTICLE IV.-The capital stock of this
corporation Is fixed at the sum of One
Hundred Thousand Dollars, divided into
one thousand shares of the par value of
one hundred dollars each. All shares of
stock Snal De 1uI pHlO ana non ASSESS
able. No transfer of stock shall be bind
ing 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 Di-
rectors.
This corporation shall have the right
to increase its capital stock to fur
Their sum of Five Hundred Thousand Dol
lars, TO be divided into shares of one
hundred dollars each, provided said in
crease in the capital stock shall have been
authorized by the stockholders at meet
ing to be held pursuant TO the provisions
of Article of this charter.
ARTICLE Van the corporate powers
of the Company shall be vested in, and
the management and control of its affairs
shall he exercised by Board of directors
composed of three stockholders, the mem
bership of which may be increased TO
number not exceeding seven, by the Board
of Directors at any of its regular meet
ingS. A majority of the directors shall
constitute a quorum for the TRANSACTION
of all business. The directors shall be
elected annually by ballot on the second
Tuesday in March in each year. Each
stakeholder shall be entitled, in person or
by proxy, to Il 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 notice by mail OF
such election shall have been sent TO each
stakeholder at his last known address.
in office for one year, or until their sue
cessOrs shall have been duly elected and
qualified. No failure to elect shall be re-
garded 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 additional mem
hers In case they should determine to IN
crease the number of said Board. Said
Board of Directors at its first meeting af-
ter its election, nominate out OF its num-
ber a President, LIST Vice President and
2nd Vice President said Board shali
also appoint Secretary reasurer VINO
need not be either a stakeholder or d.
rector of the Company, and said Board
shall have the right to appoint ana as
miss such clerks, managers ana other EN-
ployees of the corporation, as conditions
may Justify or the business OF the cor
! poration may require. The tenure OF Of
flee of all the employees of the corporation
shall be during the pleasure OF the Board
of Directors. Any of the directors snail
have the right to appoint, by written IN
\ strument. another director or stockholder
| to act as his proxy and in his stead AT
any and all meetings of the Board Oh
| Directors. u
| over be held liable or responsible for the
contracts faults or debts of said corpora
| ton. nor shall any mere informally III
| its organization have the effect OF render
! ing this charter null or of exposing q
stakeholder to any liability beyond the
unpaid balance due on the shares owned
| ARTICLE yII-This act Of incorpora'
ton may be changed, modified or altered
! or This corDoration may be dissolved
with the assent of the stockholders OWL
ing two thirds of all the stock OF the cor,
| poration at a general meeting cohVeneu
for that purpose. and after at least yer
days' written notice of this meeting has
been given through mail addressed tC
each shareholder at his last known plac'
of residence. In case or dlssolutlon os
the expiration of this charter or other
wise. the stockholders shall elect thret
liouidators from among their number, u
Iiouidate and settle the business ana az
fairs of the Company. In case OF uea.l
or disability of any one OF said commls
| sioners or liquidators, the SURVIVORS, o.
the remaining liquidators, shall appoint
successor to him. The said INCUBATOR
shall have full power to settle sald Soih
p:ny's affairs, collect outstanding depts
sell and convey property, pay lts aeo.s
and divide the remaining money snc
property among the stockholders. Inc,
| shall also have power to meet anu acl
under the bylaws of the corporation AM
under regulations to be MADE Dy ma
liority of said liaHidators; to fix the prlc'
land prescribe the terms OF sale OF sal'
! property and the manner in whlch TN
sale shall be made, and take notes ans
bonds secured by mortgage ana other
| wise for part of the purchase price 10
ali or any part of said property, pro
yided however, that the rights herein con
ferred upon the liquidatOrs may be modi
fled. changed or denied by majority .
the shares Of the capital stock OF the cor
noration. The said liquidators shall nav
sntboritv To sue for and recover the DEBT
and property in the name Of the corpora
ltion and may be sued by the same name
and they shall be liable in solldo 10 an.
creditor or stakeholder for the NOME
and property of the corporation whic,
shall come to their hands or possession
as liquidatrs and for the proper appnca
ton and distribution thereon. ,.,
| ARTICLE VI11.-The entire caPItu
stock of this corporation has been sup
scrihed at the time of the signing OF TIM
charter. as follows, viz: Frank Hawkins
whose address is care Citizens and South
ern Bank, Atlanta, Ga, $50 shares Jaihs
r. Hickey. whose address is care Pled
mont Hotel, Atlanta, Ca, $50 shares
and Reuben o. Emery, whose ADDRESS 4
SOs Baronne Street, New Orleans, La
w ARTICLE IX.-Until the election to b
held in March, 1921, the following shal
constitute the first Board OF Directors
viz: Frank Hawkins, President; Jane
e Hickey, LIST vice-President; ana heu
ben o. Emery. End Vice President:
Thus done and passed In my ot1lce, o.
the day, month and year. first ABOVE VII.
ten, In the presence OF Frank d. nwoe
and Joseph l.. Weiss competent wllnesse'
who have signed with the appearers an
line. the notary, after reading the Whoit
Witnesses: r. r. Twomey. J. H. weiss
(Original Signed) Frank Hawkins %
shares. per pro Reuben o. Emery ia;
II. Hickey, $50 shares, per pro Reuben
| Emary. Renhen O. Emery, 300 shares.