The herald., 1921-05-12
CHARTER.

su described. all OF the full age OF majority,
who severally declared to me, Notary.
that availing themselves of the laws of
the State of Louisiana, in such cases made
and provided, and particularly OF Act 2oI
of the General Assembly of the State OF
Louisiana of 1914, they have coyenanted
and agreed and by these presents do COW
enant and agree and bind themselves, as
well 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 1
corporation shall be MASON PAUL NOR |
PLY TEA ROOM. INC. and under its cor
pOrate name il shall have power and au- /
thority to have and TO enjoy corporate ex-
istence FOR a period of ninety nine years 4
from date hereof, unless sooner dissolved !
by liquidation or otherwise; II shall have
power to contract, to sue and be sued, to
make and use 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 and purposes, or at the eXpan-
sion of the business Interest or the cor
poration: TO name. elect and appoint man
ayers, agents, directors or officers, as its
business interests may require; to make
and establish, alter and amend its bylaws,
rules and regulations for its proper gov
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.
I ARTICLE III.-The objects and pur-
/ poses for which this corporation is organ
/ lied and created, and the nature of the
! business to be carried on by it. are de-
clared to be as follows: To buy, own,
erect. lease. and, in any manner, 10 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. and
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 (S10,OO0O0 Dollars, repre-
]
par value of One Hundred (Sl00.O0) Dol
lars each. Said stock shall be paid for il
cash or its equivalent, as provided by law
and in such manner and at such time, and
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
($5,000.O0) Dollars of its capital stock shall
have been subscribed for, and when tn,
/ inf raH nv laNU sh
paid in. as provided by the law.
ARTICLE v.-The capital stock of thi
corporation may be increased TO the sun
of Fifty Thousand ($50OOOOO) 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.-All certificates of stool
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
\ books of the corporation, and subject {
: such regulations and formalities as ma
n be by the Board of Directors. from time I
I time, prescribed. No stakeholder shall b
Q permitted to sell or otherwise dispose O
n his stock without first Offering same i
" writing to the other stockholders, thrOug
the Board Of DIRECTORS. at price not eS
: ceeding the book value thereof. and tn
: ! stockholders shall have an option and frs
-
II to be thus disposed of by the sale, or dealt
= | resignation, or otherwise, of any of III
stockholders of the corporation, and sha
y have a period of ten days in which to a.
: cept or decline to purchase said stoc
. should the Board of Directors or the stool
II holders decline TO purchase said stock. the
- the stakeholder or stockholders who mao
the offer to sell or otherwise dispose of II
g stock may sell or otherwise dispose of
- in any manner and at any price that h
- she or they may see fit. But each stock
~ share is issued under the condition an
"a understanding that no stockholder sha
make sale or transfer of his stock
violation of this provision; and this Con
E pany shall be under no obligation to Ii
ID said stock on its books or to regard Il
le holder of the certificate thereof.
~ ARTICLE vII.-The corporate powers
VI this corporation shall be vested in and e
ercised by a Board of Directors compos'
De of five stockholders. three of whom shi
u constitute a quorum for the transaction
IN business. The directors Of this corpor
o. ton may vote in person or by proxy,
s. any of the meetings of the Board of L
* rectors. and the Board of Directors mi
at delegate any Of it's powers to any offic
10 or officers, or any other representative
ST the company, by appropriate resolution
NC that effect.
g. The first Board of Directors of the Col
,1 pany shall be composed of the folowin
~ Mrs Jeanne Castellanos Eli Watson A.
TO Dumestre, John G. O'kelley, Edwin
% Merrick: with Mrs. Jeanne Castellanos
a. President and General Manager A. c. ID
70 mestre Secretary and Treasurer. And tn
n shall serve until the twentieth day of App
~ 1922. or until their successors are du
he elected and qualified. The directors sh
be elected annually, at a meeting held
10 the twentieth day of April in each ye
he thereafter, notice of such meeting bel
on given according to law, and the Board
IN | Directors may change the date of So
annual meeting. by written notice to II
No effect, sent at least fifteen days before I
on date to which said meeting has be
m changed, directed to each of the stockho
w ers at his last known place of residen
m Each stakeholder SHALL at such ami
Iol meeting, or other meeting, general
IOl special, be entitled in person or by pro,
~ to one vote for every share of stock own
of The election shall be held under such ru
zee and regulations as may be from time
on time determined by the Board of Dir
tors. The directors, when elected, sh
ma hold office for one year. or until their s
res cessors have been elected and qualifi
on and failure to hold the annual meeting
stockholders to elect annually the direct
o shall not operate the forfeiture of [
nd charter or any of the rights thereund
iOl Any vacancy occurring in the Board
Directors may be filled by the directors
,ck the unexpired term.
,u- ARTICLE vIII.-This charter may
oil changed, modified, altered or amended
)ck and with the consent of two-thirds of
md stock present at any meeting, general
md special. held for that purpose, and 81
ieh amendment may be material or immater
on subject only to the limitation as may
for by law provided and sthis corporal
shall have the power to increase its cap