The herald., 1920-04-22
CHARTER OF GARCIA-DAyIS-SCH
ERMANN, INC.

United States of America. State of Lou
islana, Parish OF Orleans. city of New Or
leans BE il known. That on this 18th day
of the month of February. in the year one
thousand nine hundred and twenty, before
me Henry =. Dart, Jr., II 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
hereunto subscribed, who declared that.
awaiting themselves of the provisions of
the Laws of the State relative to the or
ganiZdtiOn 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 cor
pOratlOn and body polite in law for the
objects and purposes and under the agree
mcnts 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 it 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 a corporate seal
and the same to break and alter at pleas
ure; to hold, receive, purchase convey,
mortgage hypOtheCate and pledge prom
erty. real and personal; to issue bonds
notes and other obligations: to have and
employ managers, directors. officers
n
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
pOrate management and for control of the
affairs of the said corporation as may be
deemed necessary and expedient.
ARTICLE 1.-THE domicile of the cor
poration shall be the City of New Orleans
state of Louisiana: Citation and other
legal process SHAH he 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
poratlon are TO acquire the assets, prop
erty, business and good will and to as
sumo and pay all indebtedness of Garcia
Davis, partnership composed of Eu-
gene A. Garcia, William r. Davis and r.
,. Landry. who are now engaged in the
general lithOgraphing, 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
same to change, alter. substitute, sell and
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
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
h1l "a rnfo of oil fha
holders at meeting called for that pur-
pose
ARTICLE IV.-The capital stock of this
corporation shall be ten thousand $50
OO0.OO) dollars. divided into four hundred
l4OO) shares or the par value of twenty
five (s25OO) dollars each which said stock
shall be paid for in cash or property. The
capital stock may be increased to twenty
two-thirdS Of all of its stock at a meet
ing of the stockholders called for that
purpose.
% 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
ItNtipl VI lHc nOtlce ana Dal0 Tor
in cash within ninety days from such no.
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.
(2) Whenever any stockholder whose
holdings, together with those of his sur
viving wife or children, il any, shall ag-
gregate twenty per cent or more Of the
capital stock of this corporation. shall
die, his successors, heirs or legal repre-
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 dhe 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 TO the stock
holders, and IL within the time hereinabove
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-
lution 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