The herald., 1920-02-19
CHARTER.


| products manufactured and sold by the
corporation, and generally to do and per
| form all things incidental or germane TO
the objects and purposes hereinbefore ex
pressed
ARTICLE Iv.--The capital stock of this
corporation is hereby fixed at the sum OF
five thousand $4,000 dollars. divided into
and represented by fifty tJO) shares of the
par value OF one hundred tS10O) dollars
each. all of which shall be common stock.
and the amount to which the capital stock
may be increased is hereby liked ut the
sum of twenty-five thousand dollars. The
said stock shall be issued only for cash
or i'm payment of property or services
actually received by or rendered to
fully paid for at the time of its
issuance and thereafter he non-assess-
able. Fifty per cent of the capital stock
shall he subscribed before the filing OF
this Act of Incorporation and fifty per
cent OIL the amount so subscribed shall be
actually paid in before the corporation en-
cages in business. and the remainder OF
the amount so subscribed shall be paid
within one year from and after the date
hereof. The residue of the capital stock
shall be issued and paid for subject to
the action OF the l'Oard of Directors. in
conformity with existing provisions or the
law relating thereto. The parties hereto
have subscribed for the number of shares
OF the capital stock set opposite their re-
spective signatures hereto. that this
Act of Incorporation shall also serve as the
original subscription list. A ID. Meteor
mick and II. NJ. Griffin, CO -partners of the
Crescent Creole Candy Company, have
agreed TO transfer the articles of merchan-
disc and other appliances belonginf to
said co-partnership TO the Crescent creole
Candy Co, Inc, in payment or capltai
stock equal TO the sum of seven hundred.
seventeen and 93-1O0 (SI17.93) dollars, as
will more fully appear by reference to the
detailed itemized statement of the mer-
chandise and appliances transferred to the
corporation, which is hereto attached and
4 nf lie Act N II.
No present or future stakeholder shall
ever validity sell. assign or transfer. other
thanl by inheritance, any or the capital
| stock of this corporation until the same
shall have been first offered 10 the remain
ing stockholders for the benefit OF those
stockholders who may desire to purchase
the same. through the Board Of directors,
for period of ten days, nj the oo"s 'alue
of such stock as shown on the books OF
the corporation on the 3lst day of De-
!cember. preceding the date If such oTer.
IL shall be the duty of the Board OF Di-
rectOrs, promptly, upon receiving an o1er
of sale of any of the capital stock OF this
corporation, to communicat" the same TO
the stockholders. in writing. through the
Secretary of the Company. and each OF The
said stockholders shall be entitled to pur-
chase such proportion of the stock so OF
fered for sale the number OF shares
iowned by him bears to the number OF
shares owned by all other stockholders
desiring 20 participate in the purchase. No
sale under foreclosure. attachment or other
roress, or b.; virtue OF any Power of at
torney, rledGc or hypOthecation. shall be
yslidly made until the foregoing require
ments have been complied with by the
person or persons, firm or corporation
processing such foreclosure or sale: The
Board of Directors shall have authority.
however to waive the above requirements
as TO any particular hypothccation or
pledge of stock. by resolution adopted at
a regular called meeting of the Board, or
ut meeting attended by all the members
OF the Board of Directors, such resolution
being adopted in advance of the pledge or
lhypothecation.
| ARTICLE Van the powers of this
corporation shall be vested in and be ex-
ercised by Board OF four Directors. Said
Directors shall be bona fde stockholders
and shall each own. ut all times, at least
one full paid, non pledged share of stock.
The first Board of Directors. as well as
the officers Of the corporation. shall con-
sist of A. u. Mccormick, 2l04 Milan street,
New Orleans. who shall be President; Nj.
l.. Jones. 1000 Canal street New Orleans,
who shall be- Vice President: X. NJ. Grif-
fin. 2l04 Milan street, New Orleans. who
shall he Secretary Treasurer; j. Calm, 32l
lMagazinesstreet. New Orleans. The above
named Board of Directors and each sue
ceeding Board shall continue to hold Office
for one year. or until their successors are
elected and qualified. Failure to elect Di-
rectors at the annual meeting. as well as
any failure to elect officers at the annual
meeting, shall not operate to dissolve the
Company. but the Directors and officers
installed shall continue to serve until their
| successors are elected and qualified. The
persons TO be hereafter elected Directors
| or subsequent years shall select from their
own number a President, Vice President
Directors may from time to time and as
the business of the corporation may die
tate. combine any two Of the above offices
in one and the>same person, except that
| of President and Vice President. On the
second Tuesday of January, 1921. and each
year thereafter, the stockholders shall
| elect Board of Directors for the ensuing
year: the Board OF Directors, as well as
the officers already installed. shall con-
Time in Office until their successors are
elected and qualified. The election Of Di-
rectors shall be by ballot, and the per-
sons receiving the majority of votes cast
| shall be declared elected. For electing Di-
rectors. or for any other purpose. each
share Of stock shall be entitled to one
vote. whether present or by proxy hut no
| fractional share of stock shall be entitled
to vote. majority of the Directors vot-
ing at any one time. in person or by
proxy. shall be required to pass any reso-
tuition or adopt any bylaw, and which,
when so adopted. shall become valid cor
porate acts. In case or vacancy on the
Board or among the officers, from any
cause. the remaining members of the
Board shall have the power to enact such
bylaws, rules and regulations as in their
opinion may be necessary and proper for
the management operation and control Of
the business Of said corporation.
4 It.-NotPt OF Ill meetings
held for the election of Directors or for
any other purpose. shall be given in writ
| ing BY the Secretary and may be served
personally or deposited in the mail ad
dressed fifteen t15) days before such
meeting Is held. and directed to each
stakeholder Mt his last known address, as
the same shall appear on the books of the
corporation, Unless said notice is waived lin
writing by all Of the stockholders appear
ing upon the books. At all meetings Of
stockholders majority OF the votes east
shall he sufficient to elect or decide all
questions voted upon. except for the al
teration, amendment or the dissolution of
the corporation.
ARTICLE VH.-This act of incorpora-
ton max be altered. amended or modified
or the corporation dissolved, by n vote of
twO-thirds in amount of the capital stock
represented ut n general meeting of stock
holders, called for that purpose, after no.
tice as provided in Article vi of this char
ter; and In case Of dissolution of the cor
pQration the stockholders at such meeting
shall elect three 90 nquidating commits
sioners who shall have entire charge of
such liquidation. with authority to sell
and dispose of the assets of the corpora
ton. and to I'LL vacAncfes occurring in |
their number.
ARTICLE VIII.-No stakeholder shall |
ever be held liable or responsible for the |
contracts or faults of this corporation in !
any further sum than the unpaid balance |
due the corporation on the shares owned /
by him. nor shall any mere informality In
organization have the effect Of rendering |
this charter null. or of exposing a stock |
holder to any liability beyond the amount |