The herald., 1920-04-15
CHARTER OF GARCIA-DAVIS-SC
ERMANN, INC.

United states OF America. State of Lou
ISlana, Parish of Orleans. City of New Or
leans. BE il known, That on this llth day
of the month of February. in the year one
thousand nine hundred and twenty, before
me. Henry +. Dart, Jr., "A Notary Public.
duly commissioned and sworn in and for
the Parish of Orleans and City of New Or
leans, therein residing, personally came
and appeared the persons whose names are
hcreuntO subscribed, who declared that.
awaiting themselves Of the provisions of
the laws of the State relative to the or
ganiZation of corporations, they have cove
nanted and agreed. and do by these
presents covenant and agree, bind, form
and constitute themselves, as well as such
other persons who may hereafter Join or
become associated with them, into a cor
pOratlon and body polite in law for the
objects and purposes and under the agree
ments and StipulatiOns following. to-wit:
ARTICLE 1.-The name and title of this
corporation shall be Garcia, Davis. Schu-
ermann, Inc" and under its corporate
| name 1t shall have and enjoy existence and
succession for the term of one hundred
| years from this date, and all the rights.
advantages and privileges granted by law
to corporations, including power to con
tract, sue and be sued in its corporate
name: TO make and use corporate seal
and the same to break and alter at pleas
| ure; to hold, receive, purchase. convey.
mortgage. hypothecate and pledge prop
| erty, real and personal; to issue bonds
notes and other obligations; to have and
| employ managers, directors. officers,
| agents and other employees, as the in
| terests and cOnveniences of the corpora
! ton may require; and to make and estab-
| lish such committees, and to create such
| bylaws. rules and regulations for the cor
| p0rate management and for control of the
affairs of the said corporation as may be
| deemed necessary and expedient.
| ARTICLE 1.-THE domicile " the cor
poratiOn shall be the City of New Orleans
State of Louisiana. Citation and other
| legal process shall be served on the Pres
ident, or, in his absence or inability to
| act from any cause Whatsoever, upon a
| Vice President or the Secretary Treas
| urer.
The objects and purposes of this cor
| poration are to acquire the assets, prop
| erty, business and good will. and to as
sumo and pay all Indebtedness of Garcia
& Davis, a partnership composed of Eu-
| gene A. Garcia, William X. Davis and X.
). Landry, who are now engaged In the
general hthographing, printing, station
| cry and office supplies business and to
| issue for such property so acquired. the
capital stock of this corporation. And
the further objects and purposes of this
| corporation are to engage, deal and op-
crate at wholesale and retail, as princi-
| pal, agent, on commission or otherwise, in
stationery, printing and lithographing. and
| generally to do all and singular everything
| that Is necessary and material for the
| prosecution of said business To own
operate and conduct buildings. mills and
| machinery, tools and appliances for the
| uses and purposes of the business and the
/
| hypOthecate at will; and generally to do
and perform all things needful. necessary,
| proper or useful for the accomplishment
| OF the purposes of the corporation. The
1 whole in the State of Louisiana the States
| territories and possessions of the United
| States, and In foreign States and terri
| tories, with the right to have offices and
places of business and representatives in
| any or all of the same. A change of the
| objects and purposes of this corporation
| may be made by the vote of all the stock
4 a n mn ffnfr InA %. fhnN
| pose.
| ARTICLE IV.-The capital stock Of this
| corporation shall be ten thousand (S10.-
| 100000 dollars, divided into four hundred
five (s25.0O) dollars each; which said stock
| shall be paid for in cash or property. The
| capital stock may be increased to twenty
thousand (S2o,O00.O0l dollars, by a vote Of
| two-th1rdS or all of its stock at a meet
ing of the stockholders called for that
| purpose.
| ID No stock shall be sold or trans
| ferred until an opportunity is first af-
forded all other stockholders of record TO
purchase said shares of stock at book
| value as shown by the inventory preceding
| such notice; written notice shall be given
| by the owner to the Board of Directors
| for the use and benefit of such other
stockholders; it shall be transmitted
| without delay by the Board to them and
must be accepted within thirty days from
| receipt OF the Boards notice and paid for
|
| tice. The stockholders shall have the right
to buy said shares in proportion to their
holdings and any shares not taken in pro-
| portion may be taken by the other share
| holders. Failure of the stockholders to
buy shall by the mere expiration of the
| time limit release the stockholders from
| the effect of this provision.
20 Whenever any stockholder whose
| holdings, together with those of his sur
| viving wife or children, if any, shall ag-
| gregate twenty per cent or more of the
| capital stock of this corporation, shall
| die, his successors, heirs or legal repre-
1 sentatives will have the right to tender
| the whole Of the stock of this corporation
| owned by said decedent and his surviving
| wife or children, IL any, to be purchased
| by the surviving stockholders at the price
| set out in the first paragraph hereof. 1t
| shall be the duty of the Board of Directors
| to submit the said offer 20 the stock
| holders, and IL within the time herenabove
| prescribed, the offer shall not be accepted
| and the stock purchased. then the said
| successors, heirs or legal representatives
| shall have the right to demand the disso-
luton and liquidation of the corporation
| and in default to apply to any court of
| competent jurisdiction for dissolution of
| this corporation and the liquidation of the
| same. any law to the contrary notwith-
standing, saving always, however, the
right to the said corporation in answer to
said proceedings, to dissolve and liquidate
| In the manner prescribed by law Of Lou
| isiana.