The herald., 1920-02-05
CHARTER.

and in the presence OF the witnesses mere
matter named and undersigned; person,
ally came and appeared: The several
parties whose names are hereunto sub
| scrbed who severally declared that
availing themselves of the laws or the
| State of Louisiana, i'll such cases mace
and provided, they have covenanted ana
| agreed. and do, by these presents cove
nant and agree and bind themselves, as
well as all other persons who may here
! after become associated with them, 10
! form corporation, and body polite, IN
| law. for the objects and purposes, ana
| under the articles and stipulations, FOL
lowing, to-wit
ARTICLE 1.-The name of this corpora
! ton shall be "GraSScr Chemical Company
| Inc" and under its said corporate name
| IL shall have power and authority TO enjoy
corporate existence and succession, Tor
/ the full term of ninety nine years, from
| the date hereof, to contract, sue and he
( sued, to make and use Il corporate seal
| and to alter and break the same at plea
| sure; to acquire. by grant, gift or other
! wise hold. receive, hypOthecate. convey
sell, lease, pledge, mortgage and dispose
| of, property, real, personal, and mixed, 20
, issue negotiable bonds and notes or other
| evidences of debt. to name and appoint such
| managers, agents, directors and officers
as its business interest and convenience
| may require; TO make and establish, as
! well as to alter and amend, from time 20
| time. such bylaws, rules and regulations
| for the proper management of the affairs
| of this corporation, as the same may be
| necessary and proper; said corporation
! shall have further power TO acquire, sell
and dispose of the capital stock in other
| corporations; and further enjoy and eXer-
else all the rights and privileges and
/ grants under the laws of this State, and
more particularly under Act 267 of the
Louisiana Legislature of 1914.
ARTICLE 1.-THE objects and purposes
for which this corporation is organized,
and the nature of the business to be car
| Tied by it, are hereby declared to
| be: To engage in business manufac-
turers of liquid and solid mordants, to be
| used in dying fabrics; also to manufac-
| ture dyes and handle dye house supplies
and to acquire all the right, title and in
| terest of Paul Besnier in his invention
known as Liquid mordant for use in
| dyeing fabrics" as shown by letters pa
/ tent issued to him by the United States
/ Patent Office and bearing the Number
| 1j20J1I, dated the 4th of November. 1919,
as will appear by said letters patent and
! the specifications thereto annexed, and
to manufacture. sell and dispose of said
product and promote and develop the
! same. according to the best Judgment OF
this corporation; and to do all things with
! said invention so patented, as the said
| Paul BeSnier might or could do.
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum
| of Five Thousand (Sj.OOO.0O) Dollars. 10
be represented by fifty tJo) shares of the
par value of One Hundred ($1OO.O0) Dol
lars each, payable at such times and under
| such conditions AS the Board of Directors
may determine. This corporation shall
be going concern and authorized to do
| business, as soon as fifty 5000 per cent
! of its authorized capital shall be sub
| scribed for, and at least (J0c6) of all stock
| so subscribed for, shall be paid for. Stock
of this company shall only be issued for
cash, or for services rendered, merchan-
| disc. property or other valuable considers
tionS enuring to this corporation, accord
ing to the exclusive Judgment and find
ings of the Board of Directors thereof.
| ARTICLE IV.-In the event any holder
or owner of stock, as well as his widow
! estate or heirs. desires to sell or dispose
! of the same, such holder or owner, as well
as his widow, estate or heirs. must first
! tender such stock TO the Board of Direc-
/ tors of this Corporation for purchase for
| period of thirty days, in writing at the
price of said stock on the books of the
| corporation. and during such period OF
/ thirty days. the said Board shall have
the purchase of said stock, as ii may
elect; and in the event the said Board
/ shall fail to make said purchase within
| said period at the price offered under
the conditions aforesaid, then and in that
event the exclusive right to purchase at
| said price shall pass to, be open to, and
available to, the stockholders. for a like
period of thirty days; and in the event
the stockholders or any of them, shall not
exercise this right to purchase, then the
stockholder or stockholders desiring to
dispose of his stock, may sell the same
10 such person or persons as he may see
| fit. Shares of stock in this corporation
shall not be subject to pledge.
ARTICLE V.-The doRicile of this cor
poratiOn shall be in the City Of New Or
leans. La. where all meetings of the stock
vided that with the written consent Of
all the directors valid meetings of the
directors may be held outside of the
State. or within the State, elsewhere than
I al dor infI hall h.
upon the President, or in his absence or
disability. upon the Vice President. and in
the absence or disability of the latter upon
the Secretary, and in the absence or disa-
bii1ty of the latter upon the Treasurer.
ARTICLE VI-All the corporate pow
ers of this corporation shall be vested in
and exercised by a Board of Directors,
! five i'm number, all of whom shall be stock
holders, to be elected on the third Monday
of January of each year. commencing
with the third Monday of January in the
year 1921, with the understanding that
the first board of directors selected by
the stockholders. and named in this char
| ter. as well as the first set of officers. as
hereinafter named, shall hold office until
the third Monday of January, 1921, or
until their successors have been elected
and have qualified.
After the election of said Board of Di-
rectors, by the holders of stock, as herein
provided. there shall be elected by said
directors from their own number. the Of
ficers of the Corporation. which are as
follows: list. A President: End: A Vice
President; 3rd: Secretary; 4th: A
/ Treasurer.
The first Board of Directors, and the
officers of this corporation shall be the
| following. and which said Board of hi.
rectors and officers shall serve until the
| election to he held on the third Monday OF
January. 1921, or until their successors
are elected chosen and qualified. The
addresses Of said directors and officers
are set opposite their respective names
John J. Grasser. President, 1894 st. An.
drew St. New Orleans. La: Louis Cha.
teaux. Vice-President. 2622 Bay St. New
Orleans, La; John W. Heeg. Secretary
1928 Plum ST., New Orleans. La; Benja.
min A. Moss. Treasurer, 6226 st. Charles
Ave. New Orleans, La; Paul Besnier, Di
rector $40 Madison ST.. New Orleans, la
The Board of Directors shall have tn,
right to fill all vacancies occurring In
their number. whether resulting from
death. resignation, or otherwise.
ARTICLE vII.-The annual meeting OF
the stockholders of this corporation fol
the election of directors shall be held or
the third Monday of January Of each
year. commencing with the third Monday
| of January, 1921. The election for said
directors shall be by ballot, and the ma
iority in amount of stock. voting. whether
in person or by proxy, shall elect the per
sons for whom they are cast; each shar,
of stock voted upon, TO be counted fol
but one vote. Said stock shall not bs
entitled to cumulative voting
The Board of Directors shall give al
least fifteen days notice by mail of the
election of said directors. and shall ap.
point one or more stockholders to pre-