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

other ObllEdtlONS OF Othtr companies. HFihN
or individuals. to buy, sell, lease, hold,
develop ana improve real estate of all
sorts; specially, TO acquire all of the as
sets and liabilities of the mercantile firm
ana partnership Of l.. Fcibleman X Go. as
of January 3lSt. 1920: and generally: TO
necessary. convenient or proper for the
accomplishment of any of the foregoing OBJ
jectS and purposes.
ARTICLE N.-Thc capital stock Of this
corporation j. hereby nNed AT one Million
$1,000 10000 Dollars. represented 10y Ten
Thousand 10000 shares of the par value
of one Hundred $1,000 Ol Dollars per
share. The amount of said stock may he
increased to Five Million $4,000. 0O0OOl
Dollars. The entire one Million tSl.Wn.
0OO0Ol Dollars OF stock presently author
lied is 70 be issued for and i'm consider
alton of the delivery 10 this corporation
of all of the assets and liabilities of the
mercantile nrm and partnership of l..
Feiblcman X CO.. aS of January 3lSt. 1920
a statement of said assets ana liabilities
being hereto annexed and made part here
of. No transfer of stock shall lac bind
Ing upon the corporation unless made and
recorded upon its books. No stakeholder
shall have Il right to transfer or convey
any Of his or her stock in the corporation
unless and until he or she shall have first
mad" a written offer 10 the other then
stockholders of the corporation. and To
the corporation itself, TO sell his or her
stock to them at the book value thereof
Book value" aS used herein is hereby de-
fined to mean the value mt which the as
sets and liabilities of the corporation have
been iE COOu faith entered upon its books.
such written offer shall be- addressed to
the other stockholders. and TO the corpOr-
alton itself. collectively. and shall be de-
livered 10 tn" office of the corporation not
less than ten days prior to the applca-
tiOn for transfer of the stock. The cor
pOratiOn shall transmit this offer to the
respective then stockholders. and the stock
of the stakeholder desiring to sell shall
Ice distributed prOrata among such of tho
| other stockholders as desire TO purchase.
| in the proportions in which the holdings
| of the stockholders DESTROYS Of purchaSin
! bear 10 each other: and if the total which
! such other stockholders desire to pur-
! chase is less than the total offered for
/ sale. then after each of the other stock
4 holders shallShave taken and paid for the
| amount of stock which he or she desires
] to buy and to which he or She i entitled
1 then the remainder untaken shall be- omen
/ for purchase by the corporation itself: and
| unless prohibited by law. the corporation
/ may itself use and apply its surplus earn
! inSS or accumulated prOitS 10 the pur-
! chase from any stakeholder desiring "a
! sell or anN portion of that stakeholder
| stock which none of the other stockholders
| may desire to acquire. at the book value
| thereof: provided. that the corporation
| shall not apply any of its capital to the
! purchase of such stock but shall ALWAYS
! maintain its capital unimpaired The cor.
! pOratiOn shall have the right to refuse Il
/ transfer any stock so long as the share
! holder demanding the tranfel is in any
J way indebted to the CORPORATION. and The
| corporation shall have lien. pledge and
! privilege on each share of stock to secure
| any Indebtedness due by the Shafeh older
! 10 the corporation. Should any of the
stock offered for sale BE- not desired by
| the other stockholders and shouId the
! corporation itself be unwilling or unable
/ 10 purchase any of the same out Of its
| surplus earnings. within ten days from
| the receipt at the corporations office OF
| the written offer to sell then. and then
| only. shall the stockholders desiring tC
| sell BE- entitled to transfer such undesired
| portion of the stock to such person OF
| persons as he or she may see At. The nro
visions of this article shall be printed
| upon the face of each certificate of StocE
! issued by the corporation and shall b,
binding upon every person now. or here
after becoming. stakeholder in this cor
| poraton. all of whom take such stool
subject 20 the provisions hereof: and al
pledges, hypathecations or other incum
brances Of said stock, or dealings with re
gard thereto. shall be subject to the uro
| visions hereof
ARTICLE VI.-All the powers of thi.
| corporation shall be vested ia and eN
ercised by Board of three directors
\ which shall be elected annually 1T a meet
ing to be held on the first Monday IL
March of each year Tor the next succeed
ing legal day should that De holiday
| after notice given to each stakeholder. h,
mail. at least fifteen days before the Diet,
of the meeting. Special meetings of tn
stockholders may be called by the Boar,
AT any time, and notice thereof shall b.
given in the manner provided as to an
nual meetings; provided. that in all cases
all notices may be waived by rnanimou
consent. Each holder OF stock shall b.
entitled to one vote for each share o
stock standing in his name on the book
Ens1
person or by proxy, and the majority q
votes cast shall elect. The Board of Di
rectors shall have the power to ill all va
cancies which may occur or in any man
ner arise or be created on the Board. evei
though no quorum remain At the time sucl
vacancies are TO be filed. Failure to cleo
directors on the day above specified shall
not dissolve the corporation. but the direc
tors then in office shall remain I'm offic
until their successors are elected and DUAL
flied. The Board shall elect from thei
number President-Secretary ard a Vice
OBSERVATION-DISCLOSURES; provided that th
Board may elect such other officers (wh
need not be members of the Board o
stockholders) as they think proper or con
venient for the carrying on of the com
pany's business, and NAV combine an
offices or dispense with the same and the
shall fix the salaries of all officers agent
and employees. At any meeting of tn
Board of Directors. any director absen
from the meeting may be represented b
any other director who may east IN
vote of the absent director according 4
the written instructions. either general O
special Of said absent director. The Boar
| OF Directors shall have authority to max
and establish, as well as alter and amend
all bylaws, rules and regulations neces
Sry and proper for the support and man
agement of the business and affairs of thi
corporation and not inconsistent with thi
charter: and they shall have power I
authorize the borrowing of money an
the issuance of notes and the execution O
pledges. and generally to do all thing
necessary or convenient for the proper car
rying on of the business of the corpor
alton. Until n general meeting of IN
stockholders for election of directors to
held in 1921. or until their duly Qualiie
| successors are elected and installed tn
Board Of Directors shall he composed q
the following: Leopold Feibleman. pos
office address 500 Canal St. New Orleans
Max Feibleman. 500 C.nal ST. New or
leans: Harry Phillips. 500 Canal st. Ne,
Orleans.
OF these. Leopold Feibleman shaI b
President and Secretary. and 1fax Feiblt
man shall he Vice President and Treasures
| ARTICLE VI.-This act Of incorporate
may be changed. modified or amended. q
the corporation dissolved. bv n vote of two
thirds Of the entire capital stock presen
stockholders convened for such purpos
after previous notice shall have been give
in the manner above required TO be give
at the animal meeting of the CORPORATION
ARTICLE Wifi this corporation sha
be dissolved. either bv limitation or fro'
. any other cause, its affairs shall be liqu