The herald. [volume] (New Orleans, La.) 1905-1953, 1920-04-08
CHARTER.

and other obligations or negotiable in |
struments; to have and employ such
other employees as the interest and con- |
venience of said corporation may require |
or demand; to make and establish such |
bylaws, rules and regulations for the |
corporate management and control of the |
affairs of the corporation as may be |
deemed necessary and eXpedient.
ARTICLE 1.-THE dOmicile of said
corporation shall be established in the
city Of New Orleans. State of Louisiana,
and all citations and other legal process |
shall be served on the President, and in |
his absence, on either of the Nice-Presi- |
dents.
ARTICLE III-The objects and pur-
poses for which this corporation is Orga- |
nized and the nature of the business to
be carried on by il are hereby declared !
to be: to manufacture and bottle and TO
sell and distribute soft beverages of every
kind; to establish agencies for the sale
of the products of the Company; and gen
orally to do and engage in every other
business, undertaking or enterprise con-
nected with, or growing out of, germane,
or incidental to, any Of the purposes here
inabove set forth or contemplated by this
charter.
ARTICLE IV.-The capital stock of this
corporation is fixed at the sum of One
Hundred Thousand Dollars divided into
one thousand shares of the par value of
one hundred dollars each. All shares OF
stock shall be full paid and nOn-aSSesS-
able. No transfer of stock shall be bind
ing upon the corporation unless made
upon its books and all certificates OF
| stock shall be signed by such officers as
may be designated by the Board OF Dl-
| reCtOrs.
| This corporation shall have the right
| to increase its capital stock to fur-
/ Their sum of Five Hundred Thousand Dol
lars. TO be divided into shares of one
hundred dollars each, provided said IN
crease in the capital stock shall have been
authorized by the stockholders at meet
| ing to be held pursuant TO the provisions
| of Article V of this charter.
! ARTICLE N.-All the corporate powers
| of the Company shall be vested in, and
the management and control of its affairs
! shall he exercised by a Board of Directors
| composed of three stockholders, the mem
| berShip of which may be increased TO
| number not exceeding seven, by the Board
| of Directors at any of its regular meet.
ings majority of the directors shall
constitute a quorum for the TRANSACTION
of all business. The directors shall be
elected annually by ballot on the second
| Tuesday in March in each year. Each
stock holdpr shall be entitled, in person or
by proxy, to vote for every share owned
by him. and all elections shall be held
under such rules and regulations as may
be determined by the Board OF directors,
after fifteen days notice by mail OF
such election shall have been sent to each
| stockholder at his last known address.
The directors thus elected shall continue
in office for one year. or until their sue
qualified No failure to elect shall be re-
| garded as a forfeiture of this charter.
Any vacancy occurring on SAID boaru
shall be filled by the remaining directors
for the uneNpired term; the SAID boaru
| shall likewise elect the additional mem
beers in case they should determine TO IN
crease the number of said Board. Salu
Board of Directors at its first meeting al
ter its election, nominate out of its num-
her. a President, a LIST Nice-President, ana
a end Vice President. Said Board shall
also appoint q Secretary-Ireasurer VINO
need not be either stockholdeG o, ul,
rector of the Company, and sald boaru
shall have the right to appoint ana uls'
miss such clerks. managers and other EN-
ployees of the corporation, as CONDITIONS
may justify or the business Oh the cO OF
! noration may require. The tenure or OF
flee of all the employees of the corporation
shall be during the pleasure OF the boaru
of Directors. Any of the directors shall
have the right to appoint, by written IN
81 rument another director or stockhOldel
to act as his proxy and in his stead d,
anv and all meetings of the Board Of
. Directors. -,
I over be held liable or responsible for th'
contracts, faults or debts OF SAID corpora
ton, nor shall any mere lniorhant! II
it's organization have the effect OF renuer
ing this charter null, or of exposing
stakeholder to any liability beyond 10,
: unpaid balance due on the shares owned
, by him. -. .,oo-no-a
I ARTICLE N11.-Th1s act OF lhCoIpOl1
d tion NAV be changed, modified or altered
g az this corporation may be dissolved
. With the assent of the stockholders own
Z ing two-thirds of all the stock OF the cor
. poration at a general meeting ,nt ,e,
e for that purpose, and after at least te'
r davs' written notice of this meeting ma
e heen given through mail addressed
K each shareholder at his last known piac
n of residence. In case OF dlssolu'io oth a. ~
: the expiration of this charter or other
$ wise the stockholders shall elect thre
:. liouidators from among their number
! H1uidate and settle the business ana al
g fairs of the Company. In case vi uuJS
I. or disability of any one of SAID commis
t sioners or liIuidators, the SURVIVORS, .
4 the remaining liquidators, SHAH appolnt
d successor to him. The said hquidatoL
:. shall have full power to settle sala Am SS1
II n:ny's affairs collect outstanding 9eOt'
e sell and convey property, pay It's oeOl'
d and divide the remaining money al, an
i property among the stockholders. ne
d shall also have power 10 me-. snu an
d under the bylaws of the corporation an
:. nnder regulations to be made by ma
iority of said liquidators; to fix the prle
d and prescribe the terms OF SAFE OF sal al
: property. and the manner IN w Motss an
; bonds secured by mortgage ana otn =
e wise, for part of the purchase price ~
II ali or any part of said property, pr
y vided. however, that the rights US re he mod
le fiad changed or denied by a majority
,e The shares of the capital stock of the COZ
noratien. The said liQuidators snail ma,
" anthority to sue for and recover the uepl
le and nroperty in the name OF the corpor'
D tion and may be sued by the same nam
d and they shall be liable IN sonuo " 80,
,r creditor or stakeholder for the moh ,
rs ana property of the corporation WI
h, shall come to their hands or possesslu
Is as liouidatrs and for the proper apphe'
,r tion and distribution thereon. -.
ir ARTICLE VIII-The entire caP i,,
Dr. stock of this corporation has been SUI
Is scribed at the time of the signing vi a., tn
Is charter as follows, viz: FRANK nav M M
whose address is care Citizens ana Souu
W arn RANK Atlanta Ga, $50 shares; Jam
ii n Hickey. whose address is care fle'
TO mont Hotel Atlanta, Ca, Soo snare
b. and Reuben o. Emery. whose auuresS
he 200 Baronne Street, New orieans' i
Ill 300 shares. .,...,o, n
ARTICLE IX.-Until the election 10
al held in March, 1921, the following sns
e. constitute the first Board OF Directoi
w viz: Frank Hawkins, President; Jam
n E Hickey, LIST vice-President anu Ne
d. hen q. Emery, End Vice-President:
be Thus done and passed IN my oIIce,
es the day, month and year. first ABOVE WI
vet fen. in the presence Of Frank d. nMo
and Joseph L. Weiss. competent Witness
who have signed with the appearers a.
be. me. the notary, after reading the MY
Witnesses: +. Il. Twomey, ). II; Wes
(Original Signed) Frank Hawklns' T.
shares per pro Reuben o. Emery d
r.. Hickey. $50 shares, per pro Reuben
Emery; Reuben o. Emery, 5v0 snaTvs'
FELIX j. DRE1 fOOS.