The herald., 1920-02-19
CHARTER.


parties whose names are hereuntO sub
scribed who seyerally declared that,
availing themselves of the laws of the
State of Louisiana, in such cases made
and provided, they have cevenanted and
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, to
form a corporation, and body polite, in
law. for the objects and purposes, and
under the articles and stipulations, fol
lowing, to-wit:
ARTICLE 1.-The name of this corpora
ton shall be "Grasser Chemical Company,
Inc" and under its said corporate name,
il shall have power and authority to enjoy
corporate existence and succession, for
the full term of ninety nine years, from
the date hereof, to contract, sue and be
sued, to make and use a 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, to
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; 10 make and establish, as
well as to alter and amend, from time to
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
ried on by it, are hereby declared TO
be; To engage in business as manufac-
turers of liquid and solid mordants, to be
used in dying fabrics; also to manufac-
ture dyes ana handle dye house supplies /;
and to acquire all the right, title and in
terest of Paul Besnier III his invention
known as Liquid mOrdant for use in
dyeiDg fabrics" shown by letters pa
tent issued to him by the United States
Patent Office and bearing the Number
132O974, 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 ($5,0OOO0) Dollars, to
be represented by fifty 500 shares of the
par value of One Hundred ($lOO00 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 (5Ooo) per cent.
of its authorized capital shall be sub
| scribed for, and at least (5Oo6) 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 considera-
lions, 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 exclusive right to accept or reject
the purchase of said stock, as il 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
stakeholder or stockholders desiring to
dispose of his stock, may sell the same
to such person or persons as he may see
fit. Shares Of stock in this corporation
shall not be subject to pledge.
ARTICLE v.-The domicile Of this cor
poration shall be in the City Of New ORE
leans. La, where all meetings Of the stock
holders or directors must be held, pro-
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
at its domicile. Citation shall be served
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-
bility Of the latter upon the Treasurer.
ARTICLE vL-All the corporate pow
ers Of this corporation shall be vested in
five in 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: A Secretary; 4th: "A
| Treasurer.
The first Board Of Directors, and the
officers Of this corporation shall be the
| following. and which said Board Of Df-
| rectors and officers shall serve until the
election to be 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. eraser, President, 1924 st. An
| drew St.. New Orleans. La; Louis Cha
teaux. ice-President, 1922 Bay ST., New
Orleans La; John W. Heeg, Secretary,
772s Plum St.. New Orleans. La; Benja-
min A. Moss, Treasurer, 8226 st. Charles
Ave. New Orleans. La; Paul Besnier. Di-
rector. $40 Madison St., New Orleans, La.
The Board Of Directors shall have the
their number. whether resulting from
ARTICLE VII.-The annual meeting Of
the election Of directors shall be held on
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
jority in amount Of stock. voting. whether
in person or by proxy, shall elect the per-
sons for whom they are cast; each share
Of stock voted upon, to be counted for
but one vote. Said stock shall not be
entitled to cumulative voting.
The Board Of Directors shall give at
| least fifteen days notice by mail of the
election of said directors. and shall ap-
point one or more stockholders to pre-
side at such election Any faflure from