The herald., 1921-04-14
CHARTER.

| stationery, the whole as contained i'll said
| store No. 707 Canal Street and all other
| appurtenances thereto belonging, includ-
| ing the good will of said business. the
whole of which has been appraised by the
| Board of Directors at the sum of nifty
| thousand dollars, and shall be taken and
| accepted by the corporation in payment OF
| stock subscribed for a like amount.
ARTICLE Iv-The capital stock Of this
| corporation is hereby hXed at the sum
| of nifty thousand dollars (SJO,000.OOl di-
| yided into shares of the par value OF one
hundred dollars (SlOO.OOl each. All shares
| of stock snail be full paid and non-as,
! sessable when issued, and shall be issued
| only for labor done, or property actually
received, or money to be PAID IN such
! amounts and at such times as may De
| determined by the Board of Directors. Inc
| stock of this corporation shall be trans.
ferred in writing only, and no transfer OF
| stock shall be binding upon the corpora
| ton unless made upon Its DOCKS, ana al
| certificates of stock shall be signed Dy
such officers as may be designated by the
| Board of Directors, no stock, however
| shall be transferred on the DOCKS, nor
| shall any stakeholder have the right To
sell his stock until he has nrst offered,
| through the Board of Directors, the STOCK
! for sale to the other stockholders at the
: book value thereof. In the event OF an IN,
/ crease of the capital stock, the additional
I shares shall be first offered to the STOCK
holders and if they should decide TO pur-
/ chase the stock, then each of the stock
holders shall have the right to participate
/ in the purchase to the extent of the pro-
| portion of his holdings in the company.
! ARTICLE V.-An Of the corporate pow
ers of this corporation shall be vested III
and the management and control OF Its
affairs shall be exercised by Board OF
/ Directors composed of four stockholders
| The nrst Board of Directors shall con-
/ sist of Nicholas Bellamore, Henry Z:
4 and Ir
Arthur c. De Monsabert, all of said d.
| rectors being residents Of the City of New
J orleans, Louisiana, the full age OF ma
| jority, with Nicholas Bellamore, as presl-
/ dent; Henry G.. Hartmann, as first vice.
| president; Albert IL. Amerland, Jr., as
| second yice-president, and Arthur Z. DE
Monsabert, secretary-treasurer; who shall
! shall hold their respective offices as Dl-
rectors and officers until the second Mon
| day in January, 1922, or until their sue
cessors shall elect from among their num-
! Der, Board of Directors consisting of four
members. All such elections shall be by
ballot and each stakeholder shall be en-
| titled in person or by proxy, to vote for
| every share standing in his name on the
books of the company. All elections shall
! be held under such rules and regulations
as may be determined by the Board of Di-
rectors, and after ten days notice of such
election shall have been sent by mail to
each stakeholder at his last known ad-
dress. The Directors then elected shall
, continue in office until their successors
shall have been duly elected and qualihed.
Any vacancy occurring on said Board shall
be filed by the remaining Directors for
the uneXpired term. The said Board shall
likewise elect the additional members in
case they should determine to increase the
number of said Board. The Board of Di-
rectors shall at at its first meeting after
its election nominate out of its number a
president, first yice-president, a second
vice president, and a secretary treasurer.
Said Board shall have the right to con-
solidate any two of said officers into one,
| or segregate said officers. Two (2) Di-
| rectors shall constitute a quorum for the
transaction of all business, and the Presi-
dent shall be entitled to one vote in all
| cases. The said Board of Directors shall
| make all bylaws, rules and regulations for
the government of the business and affairs
! of the company, and to alter, amend, and
| change same at pleasure. They shall have
full power to buy, sell, mortgage, lease,
pawn, and pledge any and all property,
real, personal or mixed, whenever in their
judgment they may deem such act neces-
| sary and proper, to issue or authorize the
issuance of obligations or assume the
same; to make all necessary leases or SUBJ
leases, contracts and agreements; hire, en-
| ploy and discharge all officers, clerks,
agents and employees and to fix all sal
aries and compensations; to open branches
and establish agencies, and to do all things
necessary for the conduct of the bust
| ness. The said Board shall have the right
to delegate any Of its powers to any Of
hcer or officers or agents Of this corpora
ton, and generally to do all things neces-
sary for the transaction of the business
and affairs Of the corporation, and no EN-
ployees shall be considered employed by
the year unless contracted with in writ
ing.
ARTICLE vI.-This act of incorporation
may be changed, modified or amended or
the capital stock may be increased or de-
creased, by and with the consent of two
thirds of all the stock issued, at a gem
erai meeting of the stockholders called
Tor the purpose, by written notice mailed
by registered letter to each shareholder at
his last known address.
ARTICLE Vino stakeholder of the
corporation shall ever be held liable or re-
sponsible for the faults or contracts of
TINS corporation in any further sum than
IN. .he unpaid balance due the corporation on
the shares owned by him; nor shall any
mere informality in its Organization have
the effect of rendering this charter null. or
OF exposing stakeholder to any liability
beyond the amount of his unpaid stock.
IL any.
ARTICLE VIII-Whenever this corpora
t uon may De dissolved by the expiration of
TINS charter or otherwise, the stockholders
snail elect two (2) liquidators from among
tneir NUMBER at a general meeting of the
stockholders as herein provided. The liaui.
ua.ors shaii continue in Office until full
or the death Of either of them, the remain
ing Incubator shall continue said lioui.
dation until the shareholders shall see fit
10 eject successor to fill such vacancy,
ARTICLE IX.-Fifty thousand dollars
!SoooOO.OO) have been subscribed to the cap
ital STOCK OF this corporation, as follows:
Nicholas Bellamore, New Orleans. In
iour hundred and twenty-nine share
say forty-two thousand and nine hundred
collars ls4290.0O; Henry C. Hartmann.
New Orleans. La. fifty shares. saw five
thousand dollars (s5,O0O.OO); Albert ia.
Amerland, Jr.. New Orleans, twenty shares
say two thousand dollars $4,000. O0) |: Ar,
thur Z. de Monsabert, New Orleans Ia
one snare, say one hundred dollars (s1OOl
lotai' nfty thousand dollars ESQ, 600 O0.
Thus done and passed in nv Office NJ Tho
lily OF New Orleans, on the day and date
nrst above written, in the presence of
marion Kuhn and Ludovica de Ia Croix
ooth or this City, competent witnesses
VINO sign these presents with said apnear,
ers and me. Notary, after due reading of
(ORIGINAL SIGNED):
Name Of subscribers:
witnesses: Marion Kuhn, L. de Ia Croix. |
THEO. CONTONIO,