The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-06
CHARTER.

break same AT pleasure, 10 mold receive,
lease purchase, transfer. assign, convey |
hypOtheCaUe, pledge, or other |
wise receive OF dispose of property. real. |
personal and mixed. corporal and incor-
pOreal: to issue bonds, and, ii desired, to
secure the same by mortgage, to buy and
hold stock i'll other companies, incident
to the objects and purposes or to the CN-
panSiOn of the business interests Of the
corporation: to name. elect and appoint
such managers. agents. directors or Off
GERS is its business interests may require.
and to make and establish, alter and /
amend its y-l1wS. rules and regulations /
for its proper government. may be- .
deemed necessary and proper. ami. gen /
orally, TO do any and all things INGREDIENT |
to or necessary and proper for the eaten |
sion of the business in which the cOrpor- |
alton l. engaged.
ARTICLE II.-ThiS corporation shall he |
domiciled in the city of New Orleans, III
the State of Louisiana, and all citation or
other legal process shall be served upon
the President of ia" corporation. and, in |
the event of his absence. upon the Secre-
tary- Treasurer.
ARTICLE II.-Th~ objects and pur-
poses for which this corporation j. organ
lied and created and the nature of the
business To be carried On by il are de
clarrd TO be a. follows: To manufac-
ture. buy. sell. deal i'll and handle drugs,
medicines extracts. chemicals, mineral and
v"getabl" preparations. patent, prOprle-
tary. registered and other medicines, toilet
articles candy, supplies and druggists
business of retail druggist and pr"srrip-
ton pharmacist, to fill prescriptions of
ply sicianS and surgeons, To refill same;
TO buy prescriptions of other druggists
and to sell same all aS 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 ana pharma-
crutiCal preparations aud the formulate
therefor: to Manufacture same. to acquire
or dispose of same. aud 10 acquire copy
rights and trademarks therefor; all in
, conformity with the provisions of the law.
| To buy, sell, lease, own ana operate re
tail drug stores ia this city or State, to
| acquire by purchase, Lease, 10 mortgage
and otherwise To hold own or dispose OF
| real property for the furtheriug of the
| purpose above set forth. To own and
! operate and to acquire and dispose OF III
1 any manner. soda fountains, soft drink
| and ice crraS stands; TO engage in for
cign As we'll domestic commerce, and
| to carry on the aforesaid business in the
| United States. its territories and posses
SiOns and in foreign countries, to con
| duct and carry on such other business a.
| may be found necessary or convenient for
| properly effecting the aforesaid purposes
| or enhancing the value of properties,
| rights and privileges of tn" corporation.
! ARTICLE IN.-The capital stock of this
| Company is hereby fixed at the sum of
| twenty five thousand $1,000 0O dollars
and shall be divided into and represented
| by two hundred and fifty t2JOD shares of
the par value of one hundred tSlW.OO) dol
I lars each. S1ld STOCK snail De pdlQ Tor In
| cash, or its equivalent. rs provided by
| law, and in such manner and at such
| times and in such inStallmcntS rs may be
prescribed by the Board of Directors. said
| corporation shall become going con-
Germ and shall be authorized to commence
business when twelve thousand five hun
dred jSl2J0OO0D dollars of its capital
| stock shall have been subscribed and paid
for.
ARTICLE v.-The capital stock of this
Company may he increased to the sum of
two hundred thousand (S20O,O0O.0Ol dol
lars, by two-thirdS vote of all the stock
present or represented at a special meet
. ing called for that purpose, at a reg
ular annual meeting of the corporation.
ARTICLE VI.--An certificates of stock
issued by the Company shall be signed by
=, ! the President and cOuntersigncd by the
Vice 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 stockhOlder 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 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
|
thus disposed of by sale or by the death
? resignation or otherwise. of any of the
stockholders of the corporation, and shall
have a period of ten days in which to ac-
= cept or decline such offer of stock Should
? the Board of Directors or the stOckhOld-
2 ers decline to purchase said stock, then
the stockholder or stockholders who made
the offer to sell or otherwise dispose OF
the stock, may sell or otherwise dispose
! of ii in any manner and at any price that
he or they may see fit. But each share
lAfg IL a. Nk. nr,l
understanding that no stakeholder shall
e make sale or transfer of his stock II
l violation of this provision: and such sal,
= or transfer. il made. shall be void, anC
a this company shall be under no obligation
y to list said stock on its books or to re
gard the holder of the certificate thereof.
e ARTICLE yII.-The corporate power
$ of this corporation shall be vested in an,
i exercised by a Board of Directors. com
r posed of not less than three and not NOR
y than five stockholders, two of whom shall
: constitute a quorum, If there are thre
: Directors, and three of whom shall con
l. stitute n quorum if there are four or fiv
e Directors. for the transaction of bushes;
= The Directors of this corporation ma
&c vote in person or by written proxy at an
of the meetings of the Board of Director,
II and the Board of Directors may delegat
ia any of its powers to any officer or off
IN GERS or any other representatives of III
% company by appropriate resolutions
"A that effect. The first Board of Director
in of this company shall be elected at III
nTSI StOCknOiuerS meeting. WHICH Is ner'
"a by set for the fourth Wednesday in Marcl
'y | 1920. at New Orleans, Louisiana, and Ii
: Directors so elected shall serve until ii
fourth Wednesday in December, 1920,
= until their SUCCESSORS are elected and qua
ie | flied. The Directors of this cOrporatiO
In shall be elected annually by the stool
Vs. holders at a meeting held on the fourt
+ Wednesday of December in each YET
l. thereafter. Notice of such meetings sha
r be given fifteen days prior to the date
o. the meeting. in writing, sent to each stOc
er holder at his last known address. II
vi Board of Directors may change the da
r. r. of such meetings by giving notice in q
All manner above provided. Notice may
~ waived provided all the stockholders co
sent, in writing, to such waiver of motto
al Each stakeholder shall at such annu
he meeting or other meeting, general or sp
a cial, be entitled. in person or proxy,
mt one vote fer each share of stock owned
FIR him. Elections shall be held under su
ey | rules and regulations as may from time
m time be determined by the Board of L
10. | rectors. The Directors. when electe
shall hold office for one year, or un
w. their successors shall have been elect
I'm and qualified; and failure to hold the a
m. nual meeting of the stockholders, or
~ elect annually the Directors, shall n
lie | operate the forfeiture of this charter
g any rights Hereunder. Any vacancy
10 curing in the Board Of Directors may
filled by the Directors for the unexpir
leo term, and in the event that the remaini
to be appointed to fill the vacancy, tn
~ stockholders meeting shall be DIT
ns called to elect a new Director. The Boa
| nf nirectnrS no iupraaS from fhi