The herald., 1920-07-22
CHARTER.

of the debts of the Corporation and I'M
payment in full of the par value of ali th
preferred stock legally issued and ont
stahIlhS' together with all accumulate,
unpaid dividends thereon, the entire re
malnder of said assets of said corporatior
snail he divided among the holders of TN,
common stock legally issued and outstand
ihGl IN proportion to their respectiv,
q. All voting power of the Corporatior
| (eAIept as herein above specially providqdl
snail be vested exclusively in the common
stock, AT all elections of Directors. or othe,
meetings of the stockholders eXCept unon
questions relating to the liquidation or Ills
solution of this Corporation, in which cas-,
I he preferred stock shall have a like voting
| power as the common stock. that is. on,
vote for each share of stock No amend
/ ment 10 the charter shall be passed which
snaii impair the rights of the preferred
stockholders as hereinabove provided
| a. All shares of stock shall he trans
tcrred only upon the books after Surrpudpr
OF the outstanding certificates and pur>u-
| ant TO Such rules and regulations aS NAV
De prescribed by the Board of Directors
| :. No stakeholder shall have the RIGHT
to sell or otherwise dispose of his common
/ stock in this Corporation to any person
other than stakeholder thereof without
| IlrSt offering II in writing for thirty GO.
days through the Board of Directors to the
other holders of common stock at its book
value as determined by the last precpdiu.
| inventory.
!" This Corporation shall be going
| concern as soon as five hundred thousauJ
| (SJo0,uOOUOl dollars Of the capitHl STOCK
shall have been subscribed for which shall
| he paid for either in cash. or property ar.
tuailE received by the Corporation in ar.
IcOrdanc" with law: and in payment Of aIl
| or any portion Of said stock this Corpora-
| ton Is authorized to acquire ana take over
any business or businesses through IL
Board al Directors. who shall have ful
power and authority TO issue all stock a>
| they shall determine.
10. The capital stock of this Corpor1
| ton may Ice increased to two million
| tS2uOOOoOl dollars. that is. the preferred
| stock may he increased to five hundred
| thousand tSIoO,OOOoOD dollars. and the com
mon stock may bc increased to one million
| tNe hundred thousand tSldOu.uoul dollars.
| ARTICLE N.-AH the powers of this
Corporation shall be vested in and cN.r
ciSed by. and its business and affairs shall
! he managed 10y 4 Board of Directors of not
| less than three 90 nor more than seven
| "a Directors each of whom shall own IN
| least one share of common stock in his Own
name. said Directors shall br elected los
the stockholders entitled to the Notiu-
power AT the annual meeting which shall
be held on the first Monday OF June %.
each year. The first annual meeting shall
be held on the first Monday of June. 1927.
until which time the officers and directors
named in this charter shall continue 70 act
and until their successors are elected and
qualified. Should the stockholders elect
less than seven ca directors. the Directors
may elect the additional number up {,
seven "a.
>. All vacancies in the Board of pirar.
tors shall be filled by the remaining hi
rectorS. Any Director may be- rcprcSputr,
at any meeting of the Board by any other
stakeholder by proxy.
3. Immediately after, or as soon ~ prar-
ticable after their own election. the pirpc.
tors shall elect a President Trea~ urcr. :.
Vice President. and "A Secretary. and may
elect such other Presidents or other
officers as they desire.
'Nsn nN h.. -.
any time be disconnected from that ol
President, and united to that of the Vice
President or Secretary, or established a.
a separate office.
D The failure to hold the annual meet
ing to elect Directors shall not affect this
Corporation nor impair its management in
any respect. but the Directors and Officers
shall continue in office until their success
SOrs are elected. The Board of Directors
shall have the authority to determine the
extent of the power and fix the duties
all officers
g. The first Board of Directors and off
GERS of this Corporation and their post
office address are as follows:
Alfred ]. Krower, Ill Exchange Place.
New Orleans, La, President Treasurer.
Mrs. Rose l.. krower, 1880 st. Charles
Ave. New Orleans. La. Vice President.
MyrOn VI. Goldman, 2l3 whitney Central
Bldg, New Orleans. La. Secretary.
Z At all meetings Of the Board of hi
rectOrs the President shall have the right
to vote upon any and all matters that may
come before the meeting, and in addition
shall have the deciding vote in case of
tie.
5. The Board of Directors may make.
amend or repeal all bylaws for the regu-
latiOn of the Corporation.
ARTICLE VII This act of incOrpOr-
alton may be modified. changed or altered.
or said Corporation may be dissolved with
the assent of two-thirds q ~ of the CAPT
tai stock outstanding at a meeting of the
stockholders convened for that purpose.
and after (l5) days written notice has been
delivered in person or given by letter
mailed TO the last known address of each
stakeholder. The said notice may he
waived by the unanimous consent of the
stockholders.
9. The capital stock of this Corporation
may be increased or reduced in accordance
with the provisions of the law in such cases
made and provided.
3 In case of the dissolution of the Cor
poratiOn its affairs shall be hquidated b!
one or more liquidators elected by a ma
jority vote of the stockholders, with sucl
powers, compensation and duties as the
stockholders NAV determine.
ARTICLE VII - No stakeholder shall
ever be liable for the faults or contracts
of this Corporation in any further sum
than the unpaid balance due to the cor
pOratiOn on the shares subscribed by him.
nor shall any mere informality have the
effect of rendering this charter null or
exposing any stakeholder to any liability
beyond any unpaid balance due on Ia.
stock.
ARTICLE VIII-There is annexed to
these articles of incorporation and to be
read in connection Herewith. an accurate.
detailed, and itemized description of the
property as to amount, location. extent.
character and state of Improvement, to
gether with the statement of its value a.
appraised by its Directors. transferred Ia
the Corporation in payment of the sui
scriptiOns to the capital stock of said
ARTICLE X.-The subscribers hereto
have respectively written opposite their
fhn nt NJ Inscribed
them in this Corporation, so that this Act
of Incorporation may also serve as the
original subscription list of the Corpora
ton. and they have stated their pOstOffice
addresses, SO as to conform with Act 26I
of 1914. of the General Assembly of the
State of Louisiana.
Thus done and passed in my office III
the City of New Orleans, State of Lou
isiana, on the day. month and year first
above written, in the presence of James
NJ. Dillon and J. Val YESTERDAYS, cOmpe-
tent witnesses. of the full age of majority
residing in this city, who have hereunto
signed their names with said appearerS and
me- Notary. after due reading of the whole. !
(Original signed)
Alfred j. KrOwer, Ill. Exchange Place. |
New Orleans, La, 1882 shares common.
Rose l.. Krower. 1880 st. Charles Ave. |
New Orleans, La. 1900 shares preferred, |
800 shares common.
Myron NJ. Goldman. PA whitney Central