The herald., 1921-03-03
CHARTER OF SOUTHERN SEWING
MACHINE CO., INC.


City of New Orleans. BE il known. That
on this Goth day of the month of February
in the year of our Lord. one thousand
nine hundred and twenty-One. before me.
Charles Schneidau. n Notary Public. duly
commissioned and qualified in and for the
Parish of Orleans. City of New Orleans.
State of Louisiana, therein residing, and
in the presence of the witnesses herein
after named and undersigned, personally
came and appeared, the several persons
whose names are hpreuntO subscribed. who
Severally declared that. availing themselves
Of the laws of the State of Louisiana. in
such cases made and provided, they have
cOvenanted and agreed and bind them
selves. as well as all such persons as may
hereafter become associated with them to
form a corporation for the objects and
purposes and under the articles and stipu-
latiOns following. tO-wit:
ARTICLE 1.-The name of this corpora
tion shall he SOUTHERN SEWING
MACHINE COMPANY. INCORPORATED
and under its said corporate name il shall
have power and authority to have and
enjoy corporate existence and succession
for the full term and period of ninety mine
years from and after the date hereof: TO
contract. to sue and be sued. to make and
to use corporate seal and the same to
alter and break mt pleasure; to hold, re-
ceive. lease. purchase and convey, as well
as mortgage and hypOthecate property. real
personal and mixed, corporal and incor-
poreal: TO make and appoint such managers
interest and convenience may require. and
to make and establish, as well as alter and
amend from time to time such bylaws
rules and regulations for the proper gov
eminent of the affairs of said corporation
as may be necessary and proper.
ARTICLE 1.-THE domicile of this cor
poratiOn shall be in the City of New Or
leans State of Louisiana, and all citations
or other legal process shall be served upon
the President of said corporation, or in
the event of his absence, upon the first
Vice president thereof and in the absence
of both of said officers. upon the Secretary
Treasurer of said corporation.
ARTICLE III.-The objects and purposes
for which this corporation is organized
and established and the nature of the
business to be carried on by it are hereby
declared to be: The carrying on of a
general sewing machine business; to buy,
sell or lease for their own account, "a
agent, or on commission, sewing machines
of all description; to deal in sewing
machine supplies, equipment and Access
series. To buy and sell and to deal
generally in mechanical electrical appli-
ances, mechanical devices of every kind
whatsoever. And to do all things Incl
dental to or connected with said business.
This corporation shall further have the
right to acquire patent rights to such
materials. and shall have the right to
engage in the manufacture and sale of
same.
ARTICLE Iv.-The capital stock of this
corporation Is hereby fixed at the sum of
Ten Thousand (S10.OO0.O0) Dollars, divided
into and represented by one hundred
900 shares of the par value Of one hun
dred (S1O0.O0) Dollars each. Said stock
shall be paid for In cash, or in such in
stallments at such time and after such
notice to subscribers as the Board of
Directors may fix, or same may be issued
at not less than par for labor done or
services performed for said corporation.
or for property or rights actually re-
ceived by said corporation.
Five Thousand (S5OOOOO) Dollars Of the
capital stock has been subscribed to the
corporation at the time of the passing of
this act of incorporation, and this corpora
ton shall become a going concern and
shall be authorized to commence business
as soon as Five Thousand ($5OOO.00) Dol
lars of it's capital stock shall have been
paid for, either In cash or for labor done,
or services performed for said corpora
ton, or for property or rights actually
transferred to 1t.
ARTICLE v.-The capital stock of this
corporation may be increased up to the
sum Of Fifty Thousand ($50,0O000) Dol
lars. by vote Of two-thirds of all the
stock, at meeting called for that purpose.
ARTICLE vI-Transfer of stock shall
be made only on the books Of the corpora
ton. subject to such regulations and for
malities as the Board of Directors may
prescribe. ANY stOcknOlQer Wishing 10
sell his stock must offer the same in
writing to the other stockholders, through
the Board of Directors, at price not ex-
ceeding the book value thereof, who shall
have an option to purchase all shares OF
stock to be disposed Of by sale, resfgna-
ton, death, or otherwise, of any Of its
members, and they shall have fifteen days
In which to accept or decline said offer.
should the Board of Directors decline to
purchase any stock, the stakeholder who
has made the offer to sell, may then dis
pose Of his stock in any manner or at any
price he may see fit, but any sale or
transfer made by a stakeholder In viola
ton of this article shall be void, and ne
transfer of stock shall be made on the
books of the corporation unless the pro-
visions thereof are strictly complied with.
ARTICLE vII-An the corporate powers
of this corporation shall be vested in and
exercised by Board Of Directors, COM
posed of three stockholders. two of whom
action Of business. Any director may be
represented by written proxy at any meet
ing of the Board of Directors Of this cor
poration, and when so represented shall
count as one of those necessary to con-
stitute a quorum. Messrs. f. f. jerks,
president; Edgar o. Sugur, yice-president,
and George b. Randolph, secretary-treas-
urer, shall composed the first Board OF
Directors of this corporation. The first
Board of Directors shall serve until the
seventh day of March, 1922, after which
the directors shall be elected annually by
the stockholders at a meeting to be held on
the last Friday in February, in each year.
Said meeting of the stockholders to be
preceded by fifteen days notice in writing
sent to each stakeholder, at his or her last
known place Of residence. Each stock
holder shall be entitled in person or by
proxy to one vote for every share owned
by him or her. which said stock may be
voted cumulatively; all elections shall be
held under such rules and regulations as
may be determined by the Board Of Di-
rectors. The directors, when elected, shall
continue in Office for one year and until
their successors shall have been duly
elected, and shall have been qualified. No
failure to elect shall, operate the, for
fixture of this charter or any right under
the same. Any vacancy occurring on said
rectors for the unexpired term.
ARTICLE vIII.-The funds Of this cor
poration shall be deposited from time to
time in q bank or banks to be selected
by the Board of Directors. All checks,
notes, or instruments drawn or executed
or issued i'm said corporations name shall
be countersigned by an officer, who shall
be designated by the Board of Directors
of this corporation. The officer so desig-
mated may be changed at any meeting of
the said Board of Directors. No official
shall thus sign or endorse the name of the
corporation save strictly In its concerns.
ARTICLE IX.-This act of incorporation
may be changed, modified or amended, or
the capital stock increased or decreased
by, and with the consent Of two-thirds of