The herald., 1920-04-08
CHARTER.


/ 10 the objects and purposes or To- the cN-
: pan>Ion of TIA" business interests of the
corporation. % name, elect and appoint
>rt'h managers. AGENTS. directors or Off
GERS as it, business interests may require.
and to make and establish. alter and
amend it> bylaws. rules aud regulations
/ for its proper government. rs may be-
/ deemed necessary and proper. and. gen
I to or necessary and proper for the extern
sion of III" business in which the CurpOr-
alton l. engaged.
AETICLE II.-This corporation shall be
/ domiciI"d in the City OF New Orleans. in
I the Stat" of Louisiana. and all citation or
other legal process shall be served upon
1 the President of the corporation. and. in
the event OF his absence upon the Sccrr-
/ tJry-Treasnrer.
ARTICLE IlI.-The objects and pur-
/ poses for which this corporation i organ
! lied aud created and the nature of the
! business TO Ice carried on by it are de
: clurrd to be as follows: To mauufar-
J ture buy. sell. deal in and handle drugs.
medicines, extracts. chemicals mineral and
vegetable preparations, patent. pruprir-
tary. registered and other medicines, toilet
articles, candy. supplies and druggists
>undrlrS. and. generally. TO engage in the
business OF a retail druggist and prcScrip-
ton pharmacist; To fill prescriptions Of
physicians and surgeons, to refill same
10 buy prescriptions OF other druggists
and to sell same. all as the law permits .
J To export and import any and all materials
and things pertaining 10 the retail drug
business. to buy. sell, own. register and
patent all sorts of medicinal and pharma-
rrutlcal preparations and the formulate
therefor; To manufacture same, to acquire
or dispose of same, and Ia 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 fuTthering of the
purpose above set forth. To own and
operate and TO acquire and dispose Of in
any manner. soda fountains. soft drink
ANA lee CrraS stands. to engage in for
'ign well a. domestic commerce. and
70 carry on tn" aforesaid business in the
ultcd States. its territories and posses
>ioHS ana in foreign countries: to con
duct and carry on such other business as
may b" found necessary or convenient for
properly cffecting the aforesaid purposes
or enhancing the value OF properties
rights and privileges OF tn" corporation.
ARTICLE lN.-The capital stock of this
Company is hereby fixed at the sum of
twenty-five thousand tS2j 900 OOD dollars
and shall be divided into and represented
by two hundred and fifty t2jO) shares of
IN" par value Of one hundred $500 O0) dol
lars each. Said stock shall be paid for in
cash, or its equivalent. as provided by
law. and in such manner and at such
times and in such instalments as may be
prescribed by the Board of Directors. Said
corporation shall become a going con
Germ and shall be authorized to commence
business when twelve thousand five hun
dred (Sl2.5OO.OO) dollars of its capital
stock shall have been subscribed and paid
for.
ARTICLE V.-The capital stock of this
Company may be increased TO the sum of
TWO hundred thousand $500 OOO.OO) dol
lars. by twO-thirds vote of all the stock
present or represented at special meet
ing called for that purpose OF at a reg
ular annual meeting of the corporation
ARTICLE VI.-All certificates of stock
issued by the Company shall be 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 by the Secretary
Treasurer. The stock of this corporation
can he transferred only on the books of
the corporation and subject to such reg
ulatiOnS and fOrmaliteS as may be by the
Board of Directors from time to time pre-
Scribed. No stakeholder shall be hermit
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 a price not ex-
c"edlng the book value thereof ut the time
of the last inventory. and the Stockhold-
ers shall have an option and first right
10 purchase all the shares of stock to be
mus disposed OF by sale or by the death,
resignation or otherwise, of any of the
stockholders of the corporation, and shall
have n period of ten days in which to ac-
cept or decline such offer of stock Should
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 III IN any manner and at any price that
ne or they may see fit. But each share
OF stock is issued under the condition and
understanding that no stakeholder shall
make sale 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 VII.-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 a 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 NAV
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 be elected at the
first stockholders meeting which is here
by set for the fourth "Wednesday in March,
lg2O. ut 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
flied. The Directors of this corporation
shall be elected annually by the stock
holders mt a meeting held on the fourth
Wednesday of December in each wear
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
or such meetings by giving notice in the
manner above provided. Notice may be
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. to
one vote for each share of stock owned by
him. Elections shall be held under such
rules and regulations as may from time to
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 to
elect annually the Directors shall not
operate the forfeiture of this charter or
any rights Hereunder. ANY vacancy oc-
curing in the Board of Directors may be
hlled 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, then
a stockholders meeting shall be duly
called to elect a new Director. The Board
of Directors may be increased from three
TO five by majority vote of the out
standing stock at any annual meeting or
at any special meeting of the stockholders
necessity Of any amendment or alteration
of This cl1rtar