The herald., 1920-01-22
CHARTER.

1sIO0 OW dollars each. Said stock shall
be paid for in cash, or by property, OF
services actually rendered TO the corpo[a
ton or other equivalent OF cash as pro
yided by law and in such manner ana ut
such times and in such installments as
NAV be prescribed by the Board OF ID
rectors.
This CORPORATION shall become a going
concern and shall be authorized to com
mence business as soon as fifty per cent
of its capital stock shall have been SUP
Scribed and fifty per cent OF all stoch
subscribed for shall in fact nave Deeh
/ paid for either in cash or its equivalent.
| ARTICLE V.-The capital stock OF TINS
corporation may be Increased 10 the sum
| of two hundred thousand (S2OO,OOO;OO) uoi-
lars by vote of wo-thirds OF all the stOck
| present or represented at special meet
! ing called for that purpose or at a reGu-
/ lar annual meeting of the corporation.
ARTICLE Nl.-All certificates Oh stoch
! issued by this corporation shall be signed
and cOuntersigned by any two OF the
president, yice-president and secretary
! treasurer.
The stock of this corporation can be
! transferred only on the books Of the cor
| poratlou and subject to such regulations
and fOrmalities may be by the Board
| Of Directors from time to time prescribed;
| No stakeholder shall be permitted TO sell
or otherwise dispose OF his STOCK Wlthoul
first offering the same ill writing 10 the
other stockholders through the Doafu OF
| Directors at price not exceeding the
in proportion to their holdings, shal nave
| AN option and first right to purchase, at
the book value of such stock on December
! 3Ist last preceding, all the shares OF stock
to be thus disposed OF by sale or other
wise of any OF the stockholders, and shall
! have Il period of ten days i'll which TO
accept or decline said offer. Should the
! stockhOlder decline to purchase said stock,
then such stakeholder is ut liberty 10 sell
or dispose of the stock, and may do SO III
any manner and AT any price he may deem
lit.
Each share of stock is issued herein
upon the condition and understanding that
no stakeholder shall sell or otherwise
transfer his stock i'll violation hereof, and
any such sale transfer if made shall be
void, and this corporation shall be under
no obligation TO list said stock on Its
books or TO regard the holder of the GER
tincHte thereof.
ARTICLE VII.-The corporate powers
! of this corporation shall be vested i'll and
, ! exercised by Board of not less than
/ three nor more than hve Directors, at thu
, option of the stockholders, two to con
stitute Il quorum for the transaction OF
, business should there be three directors
. and three to constitute quorum for thu
transaction of business in the event thai
, be more than three directors. The di
rectOrs of the corporation may vote IL
a person or by written or Geographic proN!
. at any of the meetings of the Board d
! Directors; and the Board of Director
n officer officers or any other representa-
n tive of the corporation by appropriate
r resolution to that effect.
$ The first Board of Directors of this cor
- poratiOn shall be composed of the follow
: ing:
Charles \. Kaufman, President; Arthu
y j. Kaufman, Vice-President; Harold L
!, Kaufman, Secretary Treasurer; sylvia
n Neuberger: Ben Beekman with the follow
a ing as officers: Charles a. kaufman. Presi
Il ant
\ Harold IL. Kaufman, Secretary Treasurer
d and they shall serve until the secOn
J. "Wednesday in January, 1921. or until thei
IL successors are elected and qualified.
% The Directors shall be elected annual
n at meeting held on the second Wednes
N day of January in each year after sue
d date. Notice of said meeting shall be give
10 fifteen days prior to the date of said mee
n ing, in writing, sent by mail to eac
l. stakeholder at his last known place
residence The Board of Directors ma
"a change the date of said annual meetin
y; TO any other date, by written notice
a that effect, sent at least fifteen days priC
u y; to the date to which said annual meetin
IA IA shall be changed, directed by mail to eaC
~ stakeholder at his last known place
u residence.
10 meeting or other meeting general or sp'
20 cial. be entitled in person or by write
~ or Geographic proxy to one vote for eaC
y. ~ share of stock owned by him. The ele
q regulations as may be from time to tin
~ determined by the Board of Directors.
vi The Directors when elected shall hO
y Office for one year or until their successor
shall have been elected and qualified al
10 failure to hold the annual meeting
ir stockholders or to elect annually Directo
he shall not operate the forfeiture Of tn
r. charter or any rights Hereunder.
m, Any vacancy occurring in the Board
so Directors may be filled by the DirectO
OF for the uneXpired term.
ARTICLE VIII.-This charter and act
Mt incorporation may be changed, modifie
nd altered or amended by and with the co
ce sent of three-fourths of all the stock pre-
J. ent or represented at meeting gener
On or special held for that purpose; and su,
" amendments may be material or imm
terial. subject only to limitation as IN;
go be by law provided; and this corporate,
shall have the right and power to increa
in. its capital stock as heIeinbefore set OF
p and any increase of the capital stock
ks excess of the amount named herein
or the amount TO which the capital sto
MS may be increased may be made by a thre
fourths vote of all outstanding stock.
ARTICLE IN.-NOtice of any and
meetings referred to in this charter
TT required by law shall be given in {
Ms. manner provided for. giving motto
lat in the case of election of directors or
ra- publication of such notice for fifteen da
-" previous to such meeting in any dai
ice newspaper in the City of New OrleaI
unless the notice of such meeting sh
HdNt Dttn NdlNtu. lHe
directors having the right by this chart
es. to waive notices at any time and for a
meeting.
ARTICLE Mn case of the dissol
. ton, liquidation or termination of Il
charter, by limitation or otherwise. {
. affairs of the corporation shall be liql
NC dated by one or more liquidatOrs elect
by a two-thirds vote of the stockhold,
is VINO may provide the number or sa
1r- liquidators and vest them with such pow
law and authority as may be by law permits
Of fixing the terms and conditions up
red Whlcn they snail serve ana their co
tie pensation, and provide that in case
nd death disability of anyone of SO
nd liquidators. the remaining liquidatOrs m
,ed half of the corporation.
m ARTICLE XI-No stakeholder Of Il
,es corporation shall be liable or responsil
de- TOT any costs, CONTRACTS deDts or Iau
The of this company or any of its officers, n
lcb shall any mere informality in organizati
mr. have the effect of rendering this chart
As. null and void or of exposing a stoC
"a holder to any liability beyond the unps
nd balance due on the stock held by him
we ARTICLE XII.-The subscribers here
zee have written opposite their names I
nd number of shares subscribed to by ca
err one Oh theni' anu their post once auuress
tod so that this charter may serve as a 81
the scrlpuon nst All OF which suDscripuo
les are payable In the manner ana FORM
ley OUT herein' anu as proViueu LoI III
NJ of Louisiana of 1914.
ing Thus done and passed at my Office
fha Of Noxy nrlao In m "A