The herald., 1920-04-22
CHARTER.

| mortgage, hypotheCate, pledge, or other
wise receive or dispose of property, real.
/ personal and mixed corporal and incOr-
| pOreal; to issue bonds, and. il desired, to
secure the same by mortgage; to buy aud
hold stock in other companies incident
! to the objects and purposes or to the eK-
! pansiOn of the business interests of the
| corporation. to name, elect and appoint
such managers. agents, directors or Off
| GERS as its business interests may require.
and to make and establish. alter aud
amend its bylaws. rules aud regulations
| for its proper government, as may be
! deemed necessary and proper, and. gen
orally, to do any and all things incident
/ to or necessary and proper for the cXtrn-
! sion OF the business in which the COrpOr-
alton is engaged.
! ARTICLE II.-ThiS corporation shall be
! dOmicilti in the City of New Orleans in
! the State of Louisiana, and all citation or
| other legal process shall he served upon
I the President of the corporation. and in
! the event of his absence, upon the Secre-
! tary Treasurer
| ARTICLE UI-Thc objects and pur-
| poses for which this corporation is organ
| lied and created and the nature of the
/ business t. be carried On by it are de-
| ciared to be as follows: TO manufac-
| ture. buy, sell, deal in and handle drugs
medicines, extracts, chemicals, mineral and
| vegetable preparations, patent. proprie-
! tary, registered and other medicines toilet
! articles. candy, supplies and druggists
| SundrieS, and, generally, to engage in the
! business of a retail druggist and prcScrip-
/ ton pharmacist; to fill prescriptions of
! physicians and surgeons, to refill same
/ TO buy prescriptions of other druggists
and to sell same, all the law permits:
| TO export and import any and all materials
| and things pertaining TO the retail drug
business. to buy. sell, own, register and
patent all sorts Of medicinal and pharma-
ceutical preparations and the formulate
therefor, to manufacture same. to ACQUIRE
or dispose of same, aud To acquire copy
rights and trademarks therefor; all in
, conformity with the provisions of the law
To buy, sell. lease, own and operate re-
tail drug stores in this city or State; to
acquire by purchase, lease; to mortgage
and otherwise to hold, own or dispose OF
real property for the furthering of tho
purpose above set forth. To own and
operate and 10 acquire and dispose of in
any manner. soda fountains soft drink
and ice creaS stands, to engage in for
eign as well domestic commerce. and
TO carry on the aforesaid business in the
United States, its territories and pOsSps.
SIOnS, and in foreign countries; to con
duct and carry on such other business as
may be found necessary or convenient for
properly effecting the aforesaid purposes
or enhancing the value of properties
rights and privileges of the corporation
ARTICLE IV.-The capital stock of this
Company is hereby fixed at the sum OF
twenty -five thousand (S2J 100000 dollars
and shall be divided into and represented
by two hundred and fifty (2jO) shares of
the par value Of one hundred $500 OO dol
lars each. Said stock shall be- paid for in
cash, or its equivalent, as provided by
law, and in such manner and at such
times and in such instalments as may be
prescribed by the Board of Directors. Said
corporation shall become a going con
Germ and shall be authorized to commence
business when twelve thousand five hun
dred (Sl2.5OO.OO) dollars of its capital
stock shall have been subscribed and paid
for.
ARTICLE y.-The capital stock of this
Company may be increased to the sum of
two hundred thousand $500 OOO.O0J dol
lars, by two-thirds vote of all the stock
present or represented at a special meet
ing called for that purpose. or at a reg
ular annual meeting of the corporation
ARTICLE FI.-All certificates of stock
issued by the Company shall be signed by
the President and countersigned by the
Wee President: or. if authorized by resO-
luton of the Board of Directors shall be
signed by the President or Vice Presi-
dent and countersigned by the Secretary
treasurer. The stock of this corporation
can be transferred only on the books of
the corporation and subject to such reg
ulations and fOrmalities as may be by the
Board Of Directors from time to time pre-
scribed. No stakeholder shall be permit
ted to sell or otherwise dispose of his
stock without first Offering the same in
writing to the other stockholders, through
the Board OF Directors at a price not eX-
ceeding the book value thereof at the time
of the last inventory. and the stOckhOld-
ers shall have an option and first right
to purchase all the shares of stock TO he
thus disposed of.by sale or by the death
resignation or otherwise. of any of the
stockholders of the corporation, and shall
have period of ten days in which to ac-
cept or decline such offer of stock should
the Board of Directors or the stockhold-
ers decline to purchase said stock, then
the stakeholder or stockholders who made
the offer to sell or otherwise dispose of
| the stock, may sell or otherwise dispose
| of IL in any manner and at any price that
| he or they may see fit. But each share
of stock Is issued under the condition and
CT hAlA kaII
make n sale or transfer Of his stock in
| violation of this provision; and such sale
or transfer. If made, shall be void, and
this company shall be under no obligation
to list said stock on its books or to re-
| gard the holder of the certificate thereof.
| ARTICLE VII.-The corporate powers
| OF this corporation shall be vested in and
| exercised by Board of Directors, com
posed OF not less than three and not more
than five stockholders, two of whom shall
constitute quorum, IL there are three
| stitute quorum If there are four or five
| Directors. for the transaction Of business
The Directors of this corporation may
vote in person or by written proxy at any
OF the meetings of the Board of Directors
| and the Board of Directors may delegate
| any of its powers to any officer or Off
| GERS or any other representatives of the
| company by appropriate resolutions to
| that effect. The first Board OF Directors
| of this company shall be elected at the
hrst stockholders meeting, which is here
1 Wy set iOI the wednesday III H1arcn,
1870. at New Orleans, Louisiana, and the
Directors so elected shall serve until the
fourth Wednesday in December. 1920. or
until their successors are elected and quail
| flied. The Directors of this corporation
| shall be elected annually by The stock
| holders at a meeting held on the fourth
! wednesday of December In each year
| thereafter. Notice of such meetings shall
| be given fifteen days prior to the date of
| the meeting, in writing, sent to each stock
| holder at his last known address. The
| Board of Directors may change the date
| of such meetings by giving notice in the
manner above provided. Notice may be
waived provided all the stockholders con-
sent, in writing, to such waiver of notice.
Each stakeholder shall at such annual
| meeting or other meeting, general or spe-
| cial, be entitled, in person or proxy, to
| one vote for each share of stock owned by
him. Elections shall be held under such
rules and regulations as may from time to
| time be determined by the Board of Di-
rectors. The Directors, when elected,
| shall hold office for one year, or until
their successors shall have been elected
and qualified; and failure to hold the an
nuRl meeting of the stockholders or to
| elect annually the Directors, shall not
| operate the forfeiture of this charter or
any rights hereunder. Any Vacancy oc-
curing in the Board of Directors may be
| filed by the Directors for the unexpired
| term, and in the event that the remaining
| Directors cannot agree upon the person
| to be appointed to fill the vacancy, then
| a stockholders meeting shall be duly
i called. to elect a new Director. The Board
OF Directors may be increased from three
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