The herald., 1921-12-22
CHARTER.

LARRY Act No. 267 of the General Assembly
of the state, approved July y, i'it' my
have covenated and agreed, anu 40, "
these presents covenant and agree Dlhd
form and constitute themselves, as wen
as such persons who may hereafter JON
or become associated with thehi' lhto
corporation and body polite IN law, ior
the objects and purposes ana uhueI -.
agreements and stipulatiOnS fOlIoWlhs' ~
wit:
ARTICLE 1.-The name ana style Oh
his cornoration shall be Sam silver
stems department Store, Inc, anu uh-
der that name, ii shall nave anu ttiJ,'.,
all the rights, advantages ana prNlly,s -,
granted by law to corporations: IL shall
exist for the period of ninety-nlne years
from this day; it shall have power 10
contract sue and be sued in its corporate
name; to make and use corporate seai'
and the same to break or aiter "t p iTa9
ure: TO hold, receive, purchase, convey
mortgage, hypOthecate or pledge prop,
erty. both real and personal; to issue
bonds. notes and other Obligations OF
negotiable instruments; to nave anu en-
ploy such managers, directors, onlcers'
agents and other employees as the IN
terest and convenience of said corpora,
ton may require or demand; to make anu
establish such bylaws, rules ana reRu
Iations for the corporate management anu
control of the affairs of the corporation
as may be deemed necessary and eApe-
dent.
| ARTICLE 1.-THE domicile of SAID
corporation shall be established in the
| CITY of New Orleans, in this state anu
| all citations and other legal process shali
| be served on the president, and' IN MS
absence on the ice-preSldent.
ARTICLE II-The objects and pur-
| noses for which this corporation Is or
| caniZed and the nature OF the business
| TO be carried on by it are hereby de-
| cIarpd to be to buy and sell, AT Whoie-
sale and retail, and to manufacture con con
sign or receive on consignment, all classes
| of merchandise. specially such articles OF
| use wear or of food as are usually kept
on sale in department stores, and geher-
ally to engage in. conduct ana promote
/ such other business or enterprise as may
| he permane. Incidental 10. or may grow
out of the concern contemplated by TINS
! act.
| ARTICLE IV-The capital stock of this
| corporation is fixed at the sum OF Sew
| enty-five Thousands Dollars, Gi5,OoOOO)
| divided into seven hundred and tltty
shares Of the par value of one hundred
dollars each. All shares Of stock shall De
| full paid and non asSeSsable. No trans
| fer of stock shall be binding upon the
corporation unless made upon its books
| and all certificates of stock shal De
| signed by such officer as may be desig-
mated by the Board of Directors.
This corporation shall have the right
| to increase its capital stock to further
| sum of Two Hundred Thousand dollars
| $500. 900. to be divided into shares oil
| one hundred dollars each, provided said
increase in the capital stock shall have
/ been authorized by the stockholders at a
meeting to he held pursuant to the provl-
siOns of law.
| ARTICLE v.-An the corporate powers
| of the corporation shall be vested in. and
shall be exercised by a Board of Direc-
| tors, composed of three stockholders
the membership of which may be in
| creased to number not exceeding
seven. by the Board of Directors at any
of its regular meetings. majority OF
the directors shall constitute 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 q
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, aftel
| fifteen days notice by mail of such cleo
ton shall have been sent to each stock
| holder a. 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 on said boarC
shall be filled by the remaining directors
for the unexpired term; the said board
| shall likewise elect the additional mem
bers in case they should determine tC
| increase the number of said board. Said
Board of Directors shall at its first meet
ing after its election, nominate out of 1t.
number a president, a yice-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 director or stakeholder. Said
board shall have the right to appoint and
Crrns- nnh larl-e md ~ hAy
employees of the corporation, including
the secretary who is not a stakeholder, n:
| conditions may justify or the bushes:
| of the corporation may require. Tn,
| tenure of office of all employees of the
corporation shall be during the pleasur,
of the Board of Directors. Any of the
directors shall have the right to appoint
by written instrument, another director
or stakeholder 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, mol
| shall any mere infOrmality in it's organi
zation have the effect of rendering thi:
charter null, or of exposing a stockholdel
to any liability beyond the unpaid bal
ance due on the shares owned by him.
ARTICLE vII-This act Of incorpora
| ton may be changed, modified or altered
or this corporation may be dissolved
| Win the assent or the stockholders own
| ing twO-thirds of all the stock of the
| corporation at general meeting con
| yened for that purpose, and after at leas
| ten days written notice of this meetine
| has been given through mail addressed
! TO each shareholder at his last known
place of residence. In case of dissolution
by the expiration of this charter or other
wise, the stockholders shall elect thre,
| 1quidators from among their number Il
iguidate and settle the business and af
n h., A.
or disability of any one of said commits
siOners or liquidators. the survivors O.
the remaining liquidators shall appoint 9
| successor to him. The said liquidator.
shall have full power to settle company.
affairs, collect outstanding debts, sell and
convey property, pay its debts, and divide
| the remaining money and property
among the stockholders. They shall also
nave power to meet and act under the
| bylaws of the corporation and under
| regulations to be made by a majority OF
| said luluidatOrs; to fix the price and
prescribe the terms of sale of said prom
| erty, and the manner in which the sale
| shall be made, and take notes and bonds
secured by mortgage and otherwise fol
| part OF the purchase price for all or any
part of said property, provided, however
that the rights herein conferred upon the
| lqufdators may be modified, changed OF
denied by a majority of the shares OF
the capital stock of the corporation. The
said liquidat0rs shall have authority tC
! sue for and recover the debts and prom
erty in the name Of the corporation and
may be sued in the same name, and they
| snail be liable in solido to any creditor