The herald., 1920-04-22
CHARTERS

found desirable for the mana cement of
the business and affairs OF this corpora
ton. and generally to do every other act.
matter or thing necessary or desirable for
the complete aud proper carrying out of
said business.
ARTICLE 1.-THE dOmiCile of this cor
pOratiOn shall be in the City of New Or
leans, State of Louisiana. where all eta
tionS or other legal process shall be
served upon the President. or, III his ali
Sencc, on the Vice President, or. in the
absence OF both, upon the Secretary.
ARTICLE IlI.-The objects and pur-
poses for which this corporation is or
SaLiZed, and tn" nature of the business
to be carried on 10y il, are hereby de
clared to he: TO purchase and deal in.
by wholesale or retail, and to mauufac-
tur" cindy, nuts. CONNECTIONS and special
ties, and generally to manufacture, pur-
chase. sell aud deal in all the usual in
cidcntS of the candy business, aud TO do
all things incident thereto.
ARTICLE IV.-The capital stock of
this corporation il hereby fixed at seven
thousand (%IOOC.OO) dollars. divided into
seventy lIOl shares of the par value of
one hundred CSlOO.OOJ dollars each; pro
Ilded, that the amount to which the cap
ital stock of this corporation may be in
creased shall be twenty-five thousand
(S25OOO.OO) dollars. Thirty eight (3Nl
shares, or thirty eight hundred (:iS0O.OO)
dollars of the capital stock of this cor
pOratiOn must be- subscribed before the
filing of the articles of Incorporation The
subscribed capital stock of this corpora
lion shall be payable in cash, property
treal or PERSONAL. or for labor aud spry-
ices rendered and performed No stock
holder shall ever he held liable or re-
>p0nSlbl" for the faults contracts or
debts of this corporation in any further
sum than the unpaid balance due the cor
pordtlon on the shares of stock sub
Scrib"d by him. nor shall any mere in
formality in organization have the effect
OF rendering this charter null. or of eX-
posing any stakeholder to any liability
Whatever. This corporation shall not en-
gag" IN business until thirty eight hun
dred tS}SO.OtD dollars. or thirty eight CsSl
shares OF the capital stock shall have
been issued and actually paid in either
IN 'a>h. property or services rendered a.
aforesaid. IT any of the stock of this
corporation is exchanged either in whole
or IN part for property or goOd-wi the
provisions Of Section ; of Act 261 of 1914
snail be complied with strictly.
ARTICLE N.-AlI the corporate powers
OF this corporation shall he vested In and
exercised by Board of Directors com
posed OF four stockholders each of whom
snail own in his own right, during his
term OF office. at least one full paid share
OF STOCK three Of whom shall constitute
quorum Tor the transaction of all bust.
ness. The officers of this corpor,tion
shall consist of President Vice Presi
dent, and Il Secretary Treasurer. an az
whom shall be- members of the Board
of Directors. The following named nar
sons shall constitute tho first Hoard of
directors. to-wit: T. Percy Richardson
No. 1913 Third Street. New Orleans. La !.
1lemeht L. Penrosc. No. $50 Audubon
street. New Orleans. La; William =.
richardson, No. 1923 Calhoun Street. New
Orleans. La: Gerald $. Kennedy. No. 1877
General Per>hing Street New Orleans
La; with T. Percy Richardson. Presi.
dent; william J.. Richardson. Vice Presi-
dent, and Clement Il. PenroSe Secretary
| Treasurer. and these Directors and Off
| GERS shall hold Office until the first Thurs
l.day of March, 1921. or until their sue
cnSNOrS are duly elected and qualified
thereafter the Directors shall be elected
/ annually on the first Thursday of March
| of cath year, beginning with 1920. ali
elections of Directors shall be by ballot
| ana each stakeholder shall he entitled TO
| one vote for each share Of stock standing
! in his name on the books of the cornora-
/ non this vote to be east in person or by
written proxy. and it shall require a ma.
Jority OF the stock present or represented
/ to elect.
! Failure to hold an election for Directors
! on the first Thursday of March, 1920 or
| annually thereafter shall not work a for
TEXTURE of this charter. but the old Board
| OF Directors shall remain in office until
their successors are duly elected and
| qualified
! ARTICLE VI.-The Board of Directors
! snail hold regular meetings at such times
! as shall he fixed in the bylaws of this
/ corporation. These meetings shall be held
/ at the domicile of this corporation but
! the President may call special meetings OF
the Board of Directors at such times as
he may deem advisable, and he shall be
| required 10 call Such meetings at the re-
! quest of member of the Board of Di-
| rectOrS. Three days written notice OF
| such special meetings shall be given ia
the directors. unless waiver of such no.
/ 81.
cancy occurring in the Board Of Directors
either from death, resignation. or inabil-
| lty to serve, shall be filled by the re-
| manning BOARD of Directors at its next
! regular meeting after such vacancy shall
| have occurred. The first Board of Direc-
| tors OF this corporation shall be required
| TO draft suitable bylaws for the govern
| meht OF thlS corporation, which may he
/ altered. amended or changed as the ext
| gencleS OF the caeS may require
ARTICLE VII.-The stock of this cor
| poratlon may be transferred, provided
| such transfer shall be recorded upon the
| books of the corporation before il shall
be required to recognize the transfer or
the new holder of the stock The total
| amount of the subscribed stock as here
| IN set forth. is the sum of thirty-eight
| hundred tS3S00.00) dollars, or thirty-eight
| (3Sl shares. which Is hereby authorized
to be issued fully paid and non "A ssessable
| Tor cash. and in exchange of property or
/
any stakeholder desires to sell his stock
| or any part thereof, he shall first Offer
| same to the remaining stockholders in
| proportion to their respective holdings, al
| IT'S book or market value. This offer is
| to be made to appear by letter written
| ana addressed to each stakeholder at his
| last known address. giving him thirty
days option. At the expiration of which
! time the stakeholder desiring to sell his
stock shall be at liberty to do so at what.
| ever price and TO whom he shall please
ARTICLE VIII.-This charter may be
modified or altered, the capital sock
| thereof increased or decreased, or the
| corporation may be dissolved with the
assent of two-thirds of the capital stock
present or represented at any meeting OF
the stockholders held for that purpose
after prior notice in writing to each stock
holder. mailed to him at his last known
postoffice address. all in accordance with
the terms of Act 267 of 1914.
At the expiration Of this charter Of
the earlier dissolution of this cor
poration, for any cause its AFFAIR."
shall be liquidated by one or NOR,
hquidatOrs 20 be elected by the stock
holders, all of whom shall hold stock in
| this corporation. and said liquidators are
hereby vested with full power and author
ity to liquidate the affairs OF said corpor-
| alton, with full power to act under tn.
terms of Section 80 of Act 267 of 1914.
| ARTICLE IX.-The appearers hereby
declare that they have subscribed to the
following number of shares of the CAPT
| tai stock Of this corporation, to-wit: T.
| Percy Richardson. eighteen shares; Glenn
| ent Il. Penrose sixteen shares; Gerald s.
| Kennedy, two shares; William p. Rich.
| ardson. two shares. The subscriptions