The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-26
CHARTER.

4
hat. avaiiing themselves of the laws OF
he State Of Louisiana, in such cases made
and provided, and particularly or Act ZoL
Of the General Assembly of the State OF
of 1914. they have coVenanted
and agreed and by these presents do COW
enant and agree and bind themselves, as
we'll as such other persons as may here
after become associated with them, TO FORM
a corporation for the objects and purposes
and under the articles and stipulations fol-
lowing, to-wit:
ARTICLE 1.-The name and title Of this
corporation shall be MASON PAUL NOR
PLY TEA ROOM. INC, and under its cor
porate name 1t shall have power and au-
thOrity to have and 10 enjoy corporate ex-
istence for q period of ninety nine years
from date hereof. unless sooner dissolved
by liquidation or otherwise; 1t shall nave
power TO contract to sue and be sued, 10
make and use a corporate seal, and TO
alter and break same at pleasure; to hold,
receive, lease, purchase, transfer. assign, !
convey. mortgage, hypothecate, pledge, or ,
otherwise receive or dispose of property, /
real, personal or mixed, corporal and in
corporal; TO issue bonds. and, If desired, |
TO secure same by mortgage; to buy and
hold stock in other companies, incident to
the objects anL purposes, or AT the eNpah-
sion of the business interest of the cor
pOration; to name, elect and appoint man
ayers. agents. directors or officers, as its
business interests may require; 10 make
and establish, alter and amend its bylaws,
eminent, as may be deemed necessary and
proper, and. generally, to do any and all
things incident to or necessary and proper
for the extension of the business in which
the corporation Is engaged.
ARTICLE 1.-THE corporation shall be
domiciled in the City of New Orleans,
State of Louisiana, and all citation or
other legal process shall be served upon
| the President of the corporation, or. In
/ his absence, upon the Secretary Treasurer.
! poses for which this corporation is organ
/ ized and created and the nature of the
! business to be carried on by 1t, are de-
clared to be as follows: To buy, own,
! erect, lease, and, in any manner, to ac-
| quire tea rooms, coffee houses, cafes. res
taurants or places of refreshments and en-
tertainment of any kind and description
whatsoever and to install, furnish, man
age, conduct and operate such establish
ments in any manner whatsoever; TO en-
gage in any and all business incident to
the said above mentioned objects and pur-
poses, and to dispose of such establish
ments in any manner whatsoever, ana
generally, to engage in a restaurant and
tea room business in New Orleans, Lou
isiana. and in any other cities or localities
in the United States of America.
ARTICLE Iv.-The capital stock of this
corporation Is hereby fixed at the sum Of
Ten Thousand (S1O00O.Oo) Dollars, repre-
! scented by one hundred 400 shares of thu
par value of One Hundred (SlO0.00) Dol
lars each. Said stock shall be paid for Ii
, cash or its equivalent, as provided by law
: and in such manner and at such time, ant
in such installments, as may be prescribed
, by the Board of Directors.
This corporation shall become a goinl
concern, and shall be authorized to com
mence business when Five THOUSAND
($5 0O00O) Dollars of its capital stock shall
: have been subscribed for, and when tn
: amount required by law shall have beel
paid in, as provided by the law.
ARTICLE v.-The capital stock of thi
corporation may be increased to the sun
Of Fifty Thousand t$JeOOO.O0) Dollars b.
a twO-thirds vote OF all the stock, presen
. or represented, at a special meeting calle'
for that purpose, or at a regular annua
meeting of the corporation.
ARTICLE vI-An certificates Of stocl
j issued by the corporation shall be signe'
: by the President and cOuntersigned by tn
! Secretary Treasurer. The stock of thi
e corporation can be transferred only on tn
1 books of the corporation, and subject {
= such regulations and formalities as ma
y be by the Board of Directors. from time {
L time, prescribed. No stakeholder shall b
e permitted to sell or otherwise dispose o
n his stock without first Offering same 1
y writing to the other stockholders, throug
the Board OF Directors, at price not ex
s ceeding the book value thereof, and tn
s stockholders shall have an option and frs
s right to purchase all the shares of stoc
II to be thus disposed of by the sale. or dealt
s resignation, or otherwise, of any of tn
2. stockholders of the corporation. and sha
h have a period of ten days in which to a,
J. cept or decline to purchase said stool
IS Should the Board of Directors or the stOcl
II holders decline to purchase said stock, the
r the stockho older or stockholders who mad
s. the offer to sell or otherwise dispose of II
Of stock may sell or otherwise dispose or
m in any manner and at any price that h
he she or they may see fit. But each stock
ir share is issued under the condition an
dor NruA fnr hAf m CT q
make a sale or transfer of his stock
r violation of this provision: and this Con
N pany shall be under no obligation to Ii
10 said stock on it's books or to regard Il
m holder of the certificate thereof
Or ARTICLE vII-The corporate powers
this corporation shall be vested in and e
be ercised by a Board of Directors cOmpos'
n of five stockholders, three of whom shs
On constitute a quorum for the transaction
o. business The directors of this corpor
IS ton may vote In person or by proxy,
ne any of the meetings of the Board Of L
at rectors and the Beard of Directors m
to delegate any of its powers to any offic
st or officers. or any other representative
he the company. by appropriate resolution
that effect.
lis The first Board of Directors of the Col
ny pany shall be composed of the followin
ne Mrs Jeanne Castellanos, Ell Watson, A.
70 Dumestre, John G. o'Kelley, Edwin
IS, Merrick; with Mrs.. Jeanne Castellanos
IRE mestre Secretary and Treasurer. And tn
u- shall serve until the twentieth day OF Apl
,I 1922. or until their successors are dr
ne elected and qualified. The directors sh
be elected annually, at a meeting held
de- the twentieth day of April in each "
he thereafter. notice of such meeting bel
on .given according to law, and the Board
On, Directors may change the date of 81
annual meeting, by written notice to Il
Inc effect sent at least fifteen days before
zen date to which said meeting has be
lO) changed, directed to each of the stockho
ers at his last known place Of residen
ION Each stakeholder shall, at such ann
l2) meeting, or other meeting, general
l0) special, be entitled. in person or by pro-
to one vote for every share Of stock own
,et, The election shall be held under such ru
res and regulations as may be frem time
ION time determined by the Board OF Dir
tors. The directors, when elected, sh
,us hold Office for one year, or until their s
res cessors have been elected and qualifi
ION and failure to hold the annual meeting
stockholders to elect annually the direct
2. shall not operate the forfeiture of I
md charter or any of the rights thereund
10) Any vacancy occurring in the Board
Directors may be filed by the directors
Dck the unexpired term.
eu- ARTICLE vIII.-This charter may
W changed, modified, altered or amended
- and with the consent of twO-thirds of
, nS stock present at any meeting, general
inS special, held for that purpose, and 81
ich amendment may be material or immater
ior by law provided; and this corporal
l., shall have the power to increase its cap
IN stock, as hereinbefore set out, and to
lay, crease its capital stock. as provided