The herald. [volume] (New Orleans, La.) 1905-1953, 1920-03-18
CHARTER.


corporation. and generally to do and per
form all things incidental or Srrmane To
tn" objects and purposes hereinbeiore eN
pressed
ARTICLE iV.-Thp capital stock of this
corporation j. hereby Med at the sum OF
five thousand (<5.OOo) dollars, divided into
and represented by fifty TOO shares of the
par value Of one hundred (SlUOJ dollars
each, all OF which shall be common stock,
and the amount TO which the capital stock
may be increased is hereby fixed at the
sum of twenty tive thousand dollars. The
said stock shall be issued only for cash
or in payment OF property or services
, actually received by or rendered TO
said corporation. Said stock shall be
fully paid for NJ the time Of lt>
issuance and thereafter be non-asseSS-
able Fifty per cent Of the capital stock
| shall be subscribed before the Ming Of
this Act of Incorporation and nifty per
cent oil the amount 50 subscribed shall Ice
actually paid in before the corporation en-
| cages in business. and the remainder Of
| the amount 50 subscribed shall he paid
within one year from and after the dat"
hereof. The residue Of the capital stock
shall be issued and paid for subject to
! the action of the Board of Directors. in
| conformity with existing provisions of the
law relating thereto. The parties hereto
! have subscribed for III" number Of shares
Of the capital stock set opposite their re
Sprctiye signatures hereto so that this
Act of Incorporation shall also serve as IN"
original subscription list. y. II. meteor
mick and X. VI. Griffin. cO-partn"rS OF the
Crescent Creole Candy Company. nav"
agreed to transfer the articles of merchan-
disc and other appliances belouEint 10
said co partnership to the Crescent creole
Candy co, Inc. in payment OF capl'3i
stock equal to the sum of seven hundred.
seventeen and g2-lOO (SIl1"it dollars, as
will more fully appear by reterenc" to the
detailed itcmiZCd statement of the mrr-
rhaudi>r and appliances transferred To III"
CORPORATION. which l. hereto attached and
made part of this Act of Incorporation.
No present or future stakeholder Shall
ever validity sell assign or transfer. DINER
than by inheritance, any of the capital
stock If this corporation until the same
/ shall have been first offered to the remain
! ing stockholders for tn" h'n"nt OF tho>"
stockholders who may desire - purrhaS"
| the same. through the Board 0f directors,
! for Il period OF ten days. M tn" book 'alue
of such stock as shown IN the books OF
! th" corporation on the 5l>t day OF l'"-
| ccmher preceding the date Ct such oHtr
| II shall be the duty of the Board Of III
| rrctorS promptly. UpOl rec"iyin" an oncr
/ If sale OF any of the capital stock OF TINS
corporation. TO COmmuulvat" IN" same 10
| the stockholders. in writing. through tho
| Secretary of the Company. ana each of the
/ S?id stockholders shall be entitled to pur-
chase such proportion of the stock 81 Of
/ f,.rpd for sale the number OF shares
! owned by him bears to the number OF
| shares owned by all other stockholders
desiring 20 participate in the purchase. No
| SALE. under foreclosure, attachment or other
| rOrrSS. or b. virtue of any power OF at
| torupV TIcdgC or hypOthCc1'iDn. shall be
validity made until the foregoing require
| mrntS have been complied with by the
| PERSON or persons. firm or corporation
! provOking such foreclosure or sale. The
/ Board of Directors shall have authority.
| however to waive the above requirements
/ rs to any particular hypOthecatiOn or
! pledge of stock. 10y resolution adopted at
| a regular called meeting of the Board. or
I at a meeting attended by all the members
| of the Board of Directors. such resolution
| being adopted in advance of the pledge or
hypOthecatiOu.
! ARTICLE V.--AlI the powers Of this
corporation shall be vested in and be eN-
! erciSed by Board Of four Directors Said
| Directors shall be bona tide stockholders
and shall each own. at all times. at least
| one fun paid. non-plcdGcd share of stock.
! The first Board of Directors, as well as
| the officers of the corporation. shall con-
| SiSt of \. u. Mccormick. 2l0i Milan street,
| New Orleans. who shall be President; VI.
! l.. Jones. 1000 Canal street. New Orleans.
who shall h" Vice President: Il. VI. Crit
fin 2lO4 Milan street. New Orleans. who
| shall be Secretary Treasurer: j. Calm. 81
| Magazine street. New Orleans. The above
named Board of Directors and each sue
ccpding Board shall continue to hold ONCE
! for one wear. or until their successors are
, elected and qualified. Failure To elect III
| rcctorS ut the annual meeting. as well as
any failure to elect officers At the annual
meeting, shall not operate to dissolve the
I COMPANY but the Directors and officers
| installed shall continue to serve until their
successors are elected and qualified. tn"
| persons to be hereafter elected Directors
| or subsequent years shall select from their
own number President. Vice President
and a Secretary Treasurer. The Board of
Directors may from time to time and as
the business of the corporation may die
tate combine any two of the above Offices
in ono and the same person. except that
of President and Vice President. On the
second Tuesday of January. 1921. and each
| Oh boil Gha1l
elect a Board of Directors for the ensuing
wear. the Board OF Directors well
/ the officers already installed. shall con-
| tinue in office until their successors are
elected and qualified. The election of Di-
| rcctorS shall be by ballot. and the per-
| sons receiving the majority of votes cast
| shall he declared elected. For electing Di-
| rectOrS. or for any other purpose, each
| share of stock shall be entitled to one
vote, whether present or by proxy, but no
| fractional share of stock shall be entitled
| TO vote. ma Ority Of the Directors yot-
| ing at any one time in person or by
| proxy, shall be required to pass any reSo-
| luton or adopt any bylaw. and which,
| when so adopted, shall become valid cor
pOrate acts. In case or vacancy on the
| Board among the officers, from any
cause. the remaining members of the
Board shall have the power to enact such
| bylaws. rules and regulations as in their
opinion may he necessary and proper for
| the management, operation and control OF
the business of said corporation.
| ARTICLE JV.-NOtice OF all meetings
held for the election of Directors or for
any other purpose. shall he given in writ
ing by the Secretary and may be served
personally or deposited in the mail ad
dressed tifteeu 30 days before such
meeting is held. and directed to each
| stakeholder ut his last known address as
the same shall appear on the books Of the
corporation. unless said notice is waived in
| writing by all of the stockholders appear
ing upon the books. At all meetings of
stockholders a majority of the votes cast
! shall be sufficient to elect or decide all
questions voted upon. except for the al
teratiOn, amendment or the dissolution of
the corporation.
! ARTICLE NII.-ThiS act of inCOrpOra-
ton may be altered amended or modified.
| or the corporation dissolved. by a vote of
| two thirds in amount of the capital stock
! represented Mt n general meeting of stock
| holders, called for that purpose, after no.
tice as provided in Article VI Of this char
| ter: aud in case Of dissolution of the cor
pOratiOn the stockholders at such meeting
shall elect three GU hquidating commits
| SiOuerS. who shall have entire charge of
| such liquidation. with authority to sell
| and dispose of the assets of the corpora
! ton. and to fill vacancies occurring in
! their number.
| ARTICLE VlII.-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
| any further sum than the unpaid balance
| due the corporation on the shares owned
by him. nor shall any mere infOrmality in
| organization have the effect of rendering
| holder to any liability beyond the amount
I,Nfh lie