The herald., 1921-06-02
CHARTER.

y.
that. availing themselves of ke laws of
the State of Louisiana, in such cases made
and provided, and particularly of Act 267
of the General Assembly of the State of
Louisiana of 1914 they have covenanted
and agreed, and by these presents do COW
enant and agree and bind themselves, as
well as such other persons 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
shall be MASON PAUL NOR
PLY TEA ROOM, INC, and under its cor
porate name it shall have power and au-
thority TO have and to enjoy corporate ex-
istence for a period of ninety nine years
from date hereof, unless sooner dissolved
by liquidation or otherwise; it 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
corporeal; to issue bonds, and, if desired,
to secure same by mortgage; to buy and
hold stock in other companies, incident to
the objects ana purposes. or at the eXpan-
sion of the business interest of the cor
poratlon; to name, elect and appoint man
ayers, agents, directors or officers, as it's
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.
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. to ac-
qulre tea rooms, coffee houses. cafes, res
taurants, or places of refreshments and en-
tertalnment 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, ana 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
tsiana, 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 $4,000 OO) Dollars reDre-
par value of One Hundred (SlO0OO) 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 time, and
in such installments, as may be prescribed
by the Board of Directors.
This corporation shall become a going
concern, and shall be authorized to com
mence business when Five Thousand
(S0OOO.OO) Dollars of its capital stock shall
have been subscribed for, and when the
nv lou haII
paid in, as provided by the law.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum
of Fifty Thousand ($5e,0O000) Dollars by
two-thirds vote of all the stock, present
or represented, At special meeting called
Tor that purpose or at a regular annual
meeting of the corporation.
ARTICLE VI.-An certificates of stock
issued by the corporation shall be signed
by the President and countersigned by the
Secretary-Treasurer. The stock of this
corporation can be transferred only on the
books of the corporation, and subject to
such regulations and fOrmalities as may
be by the Board of Directors, from time to
time, prescribed. No stakeholder shall be
permitted to sell or otherwise dispose Of
his stock without first offering same in
writing to the other stockholders through
the Board of Directors, at a price not ex-
ceeding the book value thereof and the
stockholders shall have an option and first
right to purchase all the shares of stock
to be thus disposed of by the SALE or death
resignation, or otherwise, of any of the
stockholders of the corporation, and shall
have a period of ten days in which to ac-
cept orr decline to purchase said stock.
Should the Board of Directors or the stock
holders 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 it
IN any manner, and at any price that he,
she or they may see fit. But each stock of
share is issued under the condition and
understanding that no stakeholder shall
make a sale or transfer of his stock in
violation of this provision: and t:is Com
pany shall be under no obligation to list
said stock on its books or to regard the
holder of the certificate thereof.
ARTICLE yII-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed
Of five stockholders, three of whom shall
constitute a quorum for the transaction of
business. The directors of this corpora
ton may vote in person or by proxy, at
any Of the meetings of the Board of Di-
delegate any of its powers to any officer
or officers, or any other representative of
the company, by appropriate resolution to
that effect.
The first Board of Directors of the Com
pany shall be composed of the following
Dumestre, John q. O'Kelley, Edwin T.
Merrick; with Mrs. Jeanne Castellanos as
President and General Manager, A. c. Du-
mestre Secretary and Treasurer. And they
shall serve until the twentieth day Of April
1922 or until their successors are duly
elected and qualified. The directors shall
be elected annually, at a meeting held on
the twentieth day of April in each year
thereafter. notice of such meeting being
given according to law, and the Board OF
Directors may change the date of said
annual meeting, by written notice to that
effect, sent at least fifteen days before the
date to which said meeting has been
changed, directed to each of the stockhold-
ers at his last known place of residence.
Each stakeholder SHALL at such annual
meeting, or other meeting, general or
special, be entitled. in person or by proxy,
to one vote for every share of stock owned.
The election shall be held under such rules
and regulations may be from time to
time determined by the Board of Direc-
tors. The directors, when elected shall
hold office for one year, or until their sue
cessors have been elected and qualified,
and failure to hold the annual meeting of
stockholders to elect annually the directors
shall not operate the forfeiture of this
charter or any of the rights Hereunder.
Any vacancy occurring in the Board of
Directors may be filled by the directors for
the unexpired term.
ARTICLE VIII-This charter may be
changed, modified, altered or amended by
and with the consent of two-thirds of all
stock present at any meeting, general or
amendment may be material or immaterial,
subject only to the limitation as may be
by law provided: and this corporation
shall have the power to increase its capital