The herald., 1920-02-26
CHARTER.

sale and distribution OF the
products manufactured ana SOLO oy lhe
and generally TO do anu per
form all things incidental or germane 10 |
the objects and purposes hereinbefore ex
pressed
is hereby fixed at the sum OF |
five thousand $4,000 dollars, divided into
and represented by fifty (Jo) shares OF tne
par value OF one hundred tSlOO) 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 five thousand dollars. Inc
said stock shall be issued only Tor cash
or in payment of property or services
actually received by or rendered to
said corporation. Said stock shall De
fully paid for at the time OF ITS
issuance and thereafter De non assess .s,.
able. Fifty per cent of the capital stock
shall be subscribed before the ming OF
this Act of Incorporation and hfty per
cent of the amount so subscribed snaii pe
actually paid in before the corporati9n Gu
cages in business, and the remainder OF
the amount so subscribed shall be pald
within one year from and after the uate
hereof The residue Of the eapitai STOCK
shall be issued and paid TOT sup ,J a.; IN
the action of the Board OF Directors IN
conformity with existing provisions OF tne
law relating thereto. The Iarues herelc
have subscribed for the number OF shares
Of the capital STOCK SCI opposI'e IN, this
spective signatures hereto, SO that TINS
Act of incorporation shall also serve as the
original subscription list. A. u. McCUr
mick and II. NJ. Griffin cocpartners OF .ne
Crescent Creole Candy Company, nave
agreed to transfer the articles OF merchan-
disc and other appliances belongin1 70
said co-partnership to the Crescent Sreoa9
Candy Co, Inc, In payment Oh va ia
stock equal to the sum of seven hundreu.
seventeen and 93-100 t$7l1.93) dollars, as
will more fully appear by reference 10 tne
detailed tented statement OF the mer
chandise and appliances transferred 70 ,ns
10 barpfn attached
made part of this Act OF incorporation;
No present or future stOckholcer shalI
ever validity sell, assign or transfer, other
thanl by inheritance any Oh !n sns ea Iane
shall have been first offered to the remain
ing stockholders for the bcnent OF those
stockholders who may desire TO purchase
the same, through the Board III Directors
Cor a ner,od of ten days Mt the book value
Of such stock as shown on the DOCKS Oh
the corporation on the 31st day or De
ccmber preceding the date OF such over
1t shall be the duty OF the Board OF ID
rectors. promptly upon receiving an oner
| Of sale of any of the capital STOCK or TINS
corporation, to communicate the sh,he 70
| the stockholders, In writing. through the
| SECRETARY of the Company. ana each OF inc
| said stockholders shall be entitled TO pur-
chase such proportion of the stock SO OF
| fered for sale as the number OF shares
! owned by him bears TO the numpeI ot
| shares owned by all other stockholders
desiring 20 participate In the purchase. No
| sale under foreclosure, attachment or other
| I rocess or by virtue of any power OF at
| torney, pledge or hypothecaion. shail De
yalidly made until the foregoing require
| ments have been complied with by the
| rerson or persons, firm or corporation
provoking such foreclosure or SALE Inc
| Board of Directors shall have authority
however to waive the above requirements
as TO any particular hypothecatiQn OIL
pledge of stock. by resolution adoRfed a,
a regular called meeting Of the Board, OF
at a meeting attended by ali the mempers
of the Board of Directors, such resolution
being adopted In advance Of the pledge OF
hypothecation. Al.
ARTICLE VAN the powers Of this
corporation shall be vested In and De ex x
Directors shall be bona fde stockhoiders
and shall each own, at all times, at ieas
one full paid, non pledged share OF STOCK
The first Board of Directors: as Wen no a
sist Of A. ID. Mccormick, 2lO4 Milan street
New Orleans. who shall be President;
l.. Jones' 1000 Canal street, New Orleans
} who shall be Vice President X. NJ. Gr,l
fin, 2104 Milan street, New Orleans, wn'
| shall he Secretary-Treasurer; j. Cam. j.
Magazine street. New Orleans. The abov
named Board Of Directors and each sue
ceeding Board shall continue to hold ohic
for one year, or until their successors ar
elected and qualified. Failure to elect ID
/; rectors at the annual meeting, as well a
any failure to elect officers at the annua
/, Company, but the Directors and officer
installed shall continue to serve until thel
successors are elected and quaiined. IN
persons to be hereafter elected Director
or subsequent years shall select from thei
own number a President, Vice Presiden
and a Secretary Treasurer. The Board o
0 Directors may from time TO time ana a
!, the business of the corporation may dc
-. tate combine any two Of the above Office
in one and the same person, except tina
of President and Vice President On tn
. second Tuesday of January. 1921, and eac
I year thereafter. the stockholders sna
}. year; the Board OF Directors, as well 9
8 the officers already installed. shall con
d tinue in Office until their successors ar
, elected and qualined. The election OF ID
= sons receiving the majority OF votes cas-
: shall be declared elected. For electing ID
8 rectors. or for any other purpose, eac
: share of stock shall be entitled to on
= fractional share of stock shall be entitle
: to vote. A majority Of the Directors vo
: ing at any one time, In person or D
proxy, shall be required to pass any rest
= when SO adopted, shall become valid CO..
= porate acts. In case OF vacancy on II
Board or among the officers, from an
/ fB Board shall have the power to enact sue
, y-iaws, rules and regulations as In the
4, opinion may be necessary ana proper II
e the management, operation ana control
:. the business of said corporation.
d ARTICLE Iv.-Notice Of all meeting
II held for the election of Directors or 4!
y any other purpose, shall be given In wri
y ing by the Secretary and may be serve
d personally or deposited in the mail a
l. dressed fifteen (15) days before sue
'e meeting Is held, and directed to ea'
stakeholder ut his last known address,
N the same shall appear on the books Of Il
corporation, unless said notice is waived
2 writing by all OF the stockholders appea
ing upon the books. At all meetings
2. stockholders majority OF the votes ca
T. shall be sufficient to elect or decide q
questions voted upon. except for the q
teration amendment or the dissolution
the corporation.
J. ARTICLE VII.-This act of incorpor
ition may be altered. amended or modifie
or the corporation dissolved, by vote
g two-thirds In amount Of the capital stot
n represented at a general meeting of stoc
}, holders called for that purpose, after n
II tice as provided In Article vi Of this cha
l. ter; and in case of dissolution Of the co
a poration the stockholders at such meetiI
l. shall elect three CD nquidating commi
Ia sioners. who shall have entire charge
M such liquidation. with authority to ~
+ and dispose of the assets of the corpor
d. tion, and to fill vacancies occurring
ii their number.
= ARTICLE VIII-No stakeholder sha
l. ever be held liable or responsible for Il
Is contracts or faults Of this corporation
l. any further sum than the unpaid balan
O. due the corporation on the shares own,
= by him, nor shah any mere informality
q organization have the effect Of renderiI
p this charter null, or of exposing a stOc
l. holder to any liability beyond the amou