The herald., 1921-12-29
CHARTER.

larly Act No. 261 of the General ASH'ihpi'
of the state, approved July y, 1919 inc,
hay. coyrnatcd and agreed. and do. b.
/ these presents covenant and agree, blnd
form and constitute themselves, as wei
as such persons who may hereafter jon
or become associated with them, mt"
corporation and body polite in law J."
the objects and purposes and under th
agreements and stipulatioDS following 10
wit:
ARTICLE THE name anu style o
this corporation shall be Sam silver
STEMS Department store. Inc, and. uh
der that namr. il shall hav" ana EMO!
all the rights. advantages and privilege
granted by law To- corporations; 1t ShaI
exist for the period of ninety nine year
from this day; it shall have power u
contract. sue and be- sued In It's CORPORATE
Z name: to make ana use corporate sea-
and the same to break or alter ut pleas
ure: to hold. receive, purchase. convey
! mortgage. hypOthccate or pledge prop
crty. both real aud personal; to ISSUE
/ bonds notes and other obligations 81
negotiable instruments: 10 have and en-
ploy such managers directors. Officers
agents and other employees as the IN
tore>t and convenience of said corpora
ton may requirr or demand; TO make ana
I establish such bylaws. rules ana reSu
lations for the corporate management and
/ control of the affairs of the corporation
aS may be deemed necessary and "Npe-
: dent
! ARTICLE 1.-THE domicile Of said
/ corporation shall be established in thu
1 city of New Orleans, in this state, and
all citations and other legal process shall
/ be served on the president, and. in his
. absence. on the vice-pr"Sident.
/ ARTICLE UI-The objects and pur-
/ poses for which this corporation is or
/ gaHizrd. and the nature of the business
/ to bp carried on by il are hereby de-
clared 10 be to buy and sell. at whole
sale and retail. and to manufacture. con
sign or receive on consignment, all classes
of merchandise. specially such articles OF
use. wear or of food are usually kept
on sale in department stores. and gcn"r-
ally to engage in, conduct and promote
such other business or enterprise as may
he germaur. incidental to- or may grow
out of the concern contemplated by this
act.
ARTICLE IV.-The capital stock Of this
corporation is fixed mt the sum of Sew
cnty Thousands Dollars, SIj.00OO0I,
divided into seven hundred and fifty
shares of the par value OF one hundred
dollars each. All shares of stock shall be
full paid and worcestershire. No trans
fer of stock shall be binding upon the
corporation unless made upon its books
and all certificates of stock shall he
signed by such officer rs may be dcsig
mated by the Board of Directors.
This corporation shall have the right
to increase its capital stock to a further
sum of Two Hundred Thousand Dollars
(S20O.OOOOO). to he divided into shares of
one hundred dollars each. provided said
increase in the capital stock shall have
been authorized by the stockholders at
meeting 10 be held pursuant to the provi-
SionS of law.
ARTICLE N.-AH the corporate powers
of the corporation shall be vested in. and
the mana cement and control of its affairs
shall be exercised by Board of Direc
tors. composed Of three stockholders
hp M m no # yxI no in
creased to number not exceeding
seven. by the Board of Directors ut any
of its regular meetings. \ majority of
the directors shall constitute a quo
rum for the transaction of all business.
The directors shall be elected annually
by ballot on the first Tuesday in Novem-
Der in each year. Each stakeholder shall
be entitled, in person or by proxy. to a
vote for every share owned by him, and
all elections shall be held under such
rules and regulations as may be deter
mined by the Board of Directors, after
fifteen days notice by mail of such cleo
ton shall have been sent to each stock
holder at his last known address. The
directors thus elected shall continue in
office for one year. or until their success
sors shall have been duly elected and
qualified. No failure TO elect shall be re-
garded as a forfeiture of this charter.
ANY vacancy occurring said board
shall ne filled by the remaining directors
for the uneNpired term; the said board
shall likewise elect the additional men,
hers in case they should determine to
increase the number of said board. Said
Board OF Directors shall at its first meet
ing after its election, nominate out of its
number a president, a vice president and
a Secretary-treaSurer. 1t may divide the
functions of the last mentioned officer
and may elect a secretary who need not
be either a director or stakeholder. Said |
board shall have the right to appoint and
dismiss such clerks, managers and other |
employees of the corporation. including !
the secretary who is not stakeholder as |
conditions may Justify or the business |
or the corporation may require. The |
tenure of office of all employees of the |
corporation shall be during the pleasure |
Of the Board of Directors ANY of the |
directors shall have the right to appoint. |
by written instrument, another director |
pr stockhOlder to act as his proxy and |
IN his stead at any and all meetings of |
the Board of Directors.
ARTICLE VINO stakeholder shall |
ever be held liable for the contracts,
FAULTS or debts of said corporation nor |
shall any mere informality in its organi- |
zation have the effect of rendering this
'harter null, or of exposing a stakeholder
10 any liability beyond the unpaid hal.
ince due on the shares owned by him
ARTICLE vII.-This act of incorpora-
non may be changed, modified or altered
Dr inns corporation may be dissolved, |
with the assent of the stockholders own
ny IWo-thlrdS OF all the stock of the
corporation at general meeting con-
'ehed Tor that purpose, and after at least
eh Gays written notice of this meeting
mas been given through mail addressed
% each shareholder at his last known
mace OF residence. In case of dissolution
}! the expiration of this charter or other
wise. the stockholders shall elect tb-e,a
EDUCATORS from among their number 10
l!uldate and settle the business and af-
airs OF the company. In case of death
'r ulSabllity OF any one of said commits |
'iohers or hquidators. the survivors of
ne remaining lquidators shall appoint n
'ucTessor TO him. The said liquidators
'naiI nave full power to settle companv's
'naIrs' collect outstanding debts. sell and
tpn'ey property, pay its debts and divide
ne remaining money and properly
mohg the stockholders. They shall also
ave power TO meet and act under the
Jews OF the corporation and under
equations to be made by a majority Of
aid luquidatOrs; to fix the price and
rescrlbe the terms of sale of said pron
rty: and the manner in which the sale
nan De made, and take notes and bonds
ecured by mortgage and otherwise for
art of the purchase price for all or any
art OF said property, provided. bowevar
nat the rights herein conferred unon tbs
INDICATORS may be modified changed or
ehled by majority of the shares Of |
ne capital stock of the corporation, The
ald hquldators shall have authority to
ne Tor and recover the debts and nronS
~! IN the name of the corporation and l
,ay De sued in the same name. and they ,
nan De liable in sOlido to any creditor |
StOcknOlder for the moniaS ana -. | :