The herald., 1920-04-15
CHARTER.

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mortgage, hypOthecatc, pledge or other
wise receive or dispose of property. real.
personal and mixed, COrprcJl ANA iucOr-
pOrcal. to issue bonds. and II desired. TO
secure the same by mortgage: to buy and
hold stock in other companies. incident
to the objects and purposes or to the cN-
pan>iOn of tn" business interests of the
corporation, to name. elect aud appoint
such managers. agents, directors or off
GERS as its business interests may require.
and to make and establish alter and
amend its bylaws. rules aud regulations
for its proper government. as may be
deemed necessary and proper, and. gen
orally, to do any and ali things incident
To or necessary and proper for tn" "Ntcn
sion of the business in which the corpor.
alton H. engaged.
ARTICLE u.-ThiS corporation shall he
dOmicilrd in the City OF New Orleans, in
the state of Louisiana. and all citation or
other legal process shall be served upon
the President of the corporation. and. in
the event of his absence. upon the Secrc-
tary Treasure
ARTICLE III.-Thc objects and pur-
poS"s for which this corporation Is organ
lied and created and the nature Of the
business to be carried on by il are slc-
Clarrd To be ~ follows: To manufaC-
turr. buy, sell, deal in and handle drugs
medicines, extracts, chemicals. mineral and
vcgctabl" preparations. patent. proprie-
tary, registered and other medicines. toilet
articles, candy, supplies and druggists
Sundrir>. and, generally. to engage in the
business of Il retail druggist and pr"Scrip-
ton pharmacist. to fill prescriptions of
ply sirians and surgeons. 10 refill same:
to buy prescriptions of other druggist
and to sell same, all a. the law permits;
to export and import any and all materials
and things pertaining to the retail drug
business: to buy, sell. own register and
patent all sorts of medicinal and pharma-
ceutical preparations and the formulate
therefor; to manufacture same. to acquire
or dispose of same. and TO acquire copy
rights and trademarks therefor; all in
conformity with the provisions Of the law.
To buy, sell, lease, own and operate re-
tail drug stores in this city or State; TO
acquire by purchase, lease, to mortgage
and otherwise to hold. own or dispose OF
real property for the furthering of the
purpose above set forth. To own and
operate and to acquire and dispose of in
any manner. soda fountains. soft drink
and ice CrcaS stands: to engage in for
cign well rs domestic commerce. and
TO carry on the aforesaid business in the
United States. its territories and posses.
SiOnS. and in foreign countries, 10 con
duct and carry Oh such other business as
may be found necessary or convenient for
properly cffeCting the aforesaid purposes
or enhancing the value of properties,
rights and privileges of the corporation.
ARTICLE IV.-The capital stock Of this
Company is hereby fixed III the sum OF
twenty five thousand tS2I $4,000 dollars
and shall he divided into and represented
by two hundred and fifty t2;Dl shares of
the par value of one hundred tSl01OOD dol
lars tatn- Salu Ntoth ShaI Ur p3ld Tor III
cash. or its equivalent, as provided by
law, and in such manner and at such
times and in such instHllmrntS ~ may be
prescribed by the Board of Directors. Said
corporation shall hrcom" q going con
Germ and shall he authorized to commence
business when twclv" thousand five hun
dT"d CSl2 .JOO.OOl dollars of its capital
stock shall have been subscribed and maid
for.
ARTICLE V.-The capital stock Of this
Company may be increased to the sum OF
two hundred thousand 1890 O0O.OO) dol
lars, by n twO-thirds vote OF all the stock
present or represented at special meet
ing called for that purpose. or at reg
ular annual meeting of the corporation.
ARTICLE VI.-An certificates of stock
issued by the Company shall he signed by
the President and counterSigned by the
Vice President: or, if authorized by reso-
luton of the Board of Directors. shall be
signed by the President or Vice Presi-
dent and cOunterSigned 10y the Secretary
Treasurer. The stock of this corporation
can be transferred only on the books of
the corporation and subject to such reg
ulatiOnS and formalitieS may be by the
Board Of Directors from time to time pre-
scribed. No StOckhOlder shall he permit
ted to sell or otherwise dispose of his
stock without first offering the same in
writing to the other stockholders. through
the Board of Directors, at 4 price not eX-
ceedinS the book value thereof at the time
of the last inventory, and the StOckhOldl :
erS shall have an option and first right
to purchase all the shares of stock to be
thus disposed of by sale or by the death,
resignation or otherwise, of any of the
| stockholders of the corporation. and shall
| have period of ten days in which to ac-
cept or decline such offer of stock. Should
the Board of Directors or the stockhOld-
| erS decline to purchase said stock then
| the stakeholder or stockholders who made
| the offer to sell or otherwise dispose of
| the stock, may sell or otherwise dispose
| of IL in any manner and at any price that
| Sh IA 20
| OF stock Is issued under the condition and
| understanding that no stakeholder shall
| make sale or transfer of his stock in
violation of this provision: and such sale
| or transfer. If made, shall be void, and
| this company shall be under no obligation
| to list said stock on its books or to re-
gard the holder of the certificate thereof.
| ARTICLE NII.--The corporate powers
| of this corporation shall be vested in and
| exercised by a Board of Directors, com
| posed of not less than three and not more
| than five stockholders, two of whom shall
| constitute quorum, if there are three
| Directors, and three of whom shall con-
| Stitute quorum if there are four or five
| Directors, for the transaction of business.
| The Directors Of this corporation may
vote in person or by written proxy at any
| of the meetings of the Board Of DirectorS.
/ and the Board of Directors may delegate
| any of its powers to any officer or Off
| GERS or any other representatives of the
| company by appropriate resolutions to
| that effect. The first Board of Directors
| of this company shall he elected at the
| first stockholders meeting, which is here
| by set for the fourth wednesday in March.
| 1920, at New Orleans, Louisiana, and the
| Directors so elected shall serve until the
fourth Wednesday in December. 1920. or
| until their successors are elected and quail
/ ified. The Directors of this corporation
| shall be elected annually by the stock
holders at a meeting held on the fourth
| Wednesday of December in each year
| thereafter. Notice of such meetings shall
| be given fifteen days prior to the date of
| the meeting in writing, sent to each stock
| holder at his last known address. The
Board OF Directors may change the date
of such meetings by giving notice in the
| waived provided all the stockholders con-
| sent. in writing, to such waiver of notice
| Each stakeholder shall at such annual
| meeting or other meeting, general or spe-
| cial, be entitled, in person or proxy, ia
4 one vote for each share of stock owned by
| him. Elections shall be held under such
| rules and regulations as may from time ia
| time be determined by the Board of Di-
| rectOrs. The Directors. when elected
| shall hold office for one year, or until
| their successors shall have been elected
| and qualified; and failure to hold the an
| nual meeting Of the stockholders, or ia
| elect annually the Directors, shall not
| operate the forfeiture of this charter OF
| any rights Hereunder. Any vacancy oc-
| curing i'm the Board of Directors may bt
| filled by the Directors for the unexpired
| term, and in the event that the remaining
| Directors cannot agree upon the person
| to be appointed to fill the vacancy. ther
| a stockholders meeting shall be duly
| called to elect a new Director. The Board
| Of Directors may be increased from three
| TO five by n maturity vote of tho Out