The herald. [volume] (New Orleans, La.) 1905-1953, 1920-03-25
CHARTER.

deyelop and improve real estate of all .
Sorts: specially. 10 acquire all of the as .
sets and liabilities of the mercantile" firm I.
and partnership of l.. Feibeman X co. as !.
of January 3lSt. 1920; and generally: to .
do all such acts and things as may be .
/ necessary. convenient or proper for the
accomplishment of any of the foregoing OBJ
| jectS and purposes.
| ARTICLE IV-Thc capital stock of this
| corporation is hereby fixed at one Million
| $1,000 O0OOOD Dollars, represented by Ten
Thousand 100000 shares of the par value
| Of one Hundred iSlUU OOD Dollars per
! share The amount OF said stock may he
increased TO Five Million tSIOOOOOOW) I
/ Dollars. The entire one Million (SlVes-
! 0OoOO) Dollars Of stock presently author
| lied is to he issued for and i'll consider
| alton of the delivery TO this corporation
| of all of the assets and liabilities of the
| mercantile nrm and partnership OF l..
| FCiblcman n Co, aS of January 3lSt. 1870,
| a statement of said assets and liabilities
| hcin" hereto annexed and made part here
! of. No transfer of stock shall he bind
| ing upon the corporation unless made and
| recorded upon its books. No stakeholder
| shall have a 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 TO the other then
StOCk holderS 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 n which the as
|
| been in good faith entered upon its books.
Such written offer shall he addressed to
the other stockholders. and TO the corpOr-
| alton itself. collectively and shall he de
| livered 10 tn" office of the corporation not
less than ten days prior 10 the applica-
ton 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
| De distributed prorata among such of the
other stockholders as desire 10 purchaS"
| in the proportions in which the holdings
| OF III" stockholders DESTROYS of purchasing
| bra- - each other. and ii the total which
such other stCr holders desire to pur
chase is less than the total offered for
, sale. then after each of the other stock
, holders shall have taken and paid for the
! amount of stock which he or she desires
10 buy and TO which he or she is entitled.
then the remainder untaken shall .hc open
for purchase lev the corporation itself; and
unless prohibited 10y law. the corporation
= may itself use and apply its surplus earn
: | ingS or accumulated profits TO the pUr-
! CHI: so from any stockholder desiring to
| 81 of any portion Of that Stockholder :
r stock which noue 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 hut shall always
= maintain its clnital unimpaired. The cor
| pO alton shall have the right to refuse ia
: transfer any stock so long as the share
: | holder demanding the tranfeI is i'm any
I / way isdehted to the corporation. and the
= corporation shall have a lien. pledge and
T. privilege on each share of stock to secure
} any Indebtedness due by the shareholder
to the corporation. Should any of tho
stock offered for sale be not desired by
the other stockholders, Nand should the
corporation itself be unwilling or unahl,
D. TO purchase any of the Same out of il.
surplus earnings. within ten days from
the receipt at the corporations office o.
:, the written offer to sell. then. and theI
only, shall the stockholders desiring {,
call he Anas 1aI 90 70. -
$ portion of the stock to such person o.
persons as he or she may see it. The pro
u visions Of this article shall be printe,
II upon the face OF each certificate of stool
q issued by the corporation and shall h.
'e binding upon every person now. or here
ie' after becoming. a stakeholder in this cor
e pOration, all of whom take such stoc
y subject 20 the provisions hereof: and al
he pledges. hypathecations or other incum
a, brances of said stock, or dealings with re
OF gard thereto. shall be subject to the pro
n visions hereof.
o. ARTICLE VI-All the powers of thi
H. corporation shall be vested ia and eX
70 ercised by a Board of three director.
a. which shall he elected annually NJ a meet
n ing to be held on the first Monday i
% March of each year Tor tn, next succeed
as ing legal day should that ne n holiday
or after notice given to each stakeholder. d
n. mail, at least fifteen days before the dat
ar of the meeting. Special meetings of tn
he stockk holders may be called by the Boar
o. ut any time, and notice thereof shall /
given in the manner provided to al
,;s nual meetings; provided. that in all ease
q all notices may he waived by TnanmoU
n | consent. Each holder o. stock shall /
m entitled to one vote for each share
nd ! stock standing in his name on the bOol
or of the corporation said vote to be east
he person or by proxy, and the majority
aS votes cast shall elect. The Board of u
10 rectors shall have the power to Till all V!
to cancies which may occur or in any ma
so ner arise or be created on the Board. eve
ire though no quorum remain et the time sue
~ vacancies are TO he filed. Failure to ele
m directors on the day above specified sha
- not dissolve the corporation, but the dire
mo tors then in office shall remain in off
70 until their successors are elected and QUA
or flied. The Board shall elect from the
en- number q PreSdent-Secretary ard a Vic
nd President Treasurer: provided that q
70 Board may elect such other officers (wl
SOS need not be members of the Board
int stockholders) as they think proper or 90
nd venient for the carrying on of the col
90 | pany'S business, and NAV combine nj
70 offices or dispense with the same, and tn
nj shall fix the salaries of all officers. agen
nd and EMPLOYEES. At any meeting of t
m Board of Directors any director abse
'as from the meeting may he represented
mr.. any other director who may east I
nj vote of the absent director according
or the written instructions. either general
of special. of said absent director. The Boa
of Directors shall have authority TO ma
or and establish, as well as alter and amen
ne all y-laws, rules and regulations nect
or | sry and proper for the support and ma
,on ! agement of the business and affairs Of Il
his corporation and not inconsistent with Il
charter: and they shall have power
mr. authorize the borrowing of money n
m the issuance of notes and the execution
he pledges. and generally to do all thin
to necessary or convenient for the proper CO
IN rying on of the business of the corp'
th alton. Until general meeting OF
iCs stockh olders for election of directors TO
us held in 1921. or until their duly Oualih
mr. successors are elected and installed. {
re Board of Directors shall he composed
as the following: Leopold Feibleman. 90
nv | office address 500 Canal ST, New Orlear
or Max Feibleman 500 Csnal ST.. New {
led leans: Harry Phillips, 500 Canal st, N
an Orleans.
ess of these. Leopold Feihleman shall
ses President and Secretary. and Max Fem
md man shall be Vice President and Treasur
OF ARTICLE yI.-This act of Incorporate
tns nav he changed. modified or AMENDED
sen the corporation dissolved. by vote OF w
us thirds of the entire capital stock prest
ear or represented at a general meeting or
yer, stockholders convened for such purpo
ons after previous notice shall have been sly
US | in the manner above required 10 be g1I
ps, at the annual meeting of the CORPORATE
an ARTICLE Wifi this corporation sh
are | he dissolved either bv limitation or fr
,arf any other cause its affairs shall be lilo