The herald., 1921-08-11
CHARTER.

creased to a number not exceeding five By
the hoard of directors at any OF It's regr-
H. ,naatinPs A majority of the directors
hall constitute a quorum Tor the trans
action of all business. me Doard OF HlFec-
tors shall be elected annually Dy Dailpt OF
~ 6rst day of June Of each year. Zach
sstootboIder shall be entitled In person or
nv nroxy to one vote for every share OF
STOCK owned by him, and all elections shai
he held under such rules ana regulations
as may be determined 81 the h9aFu ol
directors after fifteen days notice BY mai
., sncb election shall have been sent 10
each stockhelder at his last known ADDRESS
The board of directors thus eIecIed Shail
continue in office for one year OF uhii
their successors shall have been elected
"a nualitied No failure to elect shall BE-
REGARDED as a forfeiture OF TINS chaTteF
ANY vacancy occurring on salu boaiu ol
directors shall be filled by the remalhIhH
directors for the uneNpired term. Sall
hnard of directors shall likewise elect m,
additional members in case they should
determine to increase the number OF S"ll
board of directors. Said board OF dlrrc'
tors shall at its first meeting aIttr IL
election, nominate out OF us number
President. a President, Secretary
and a Treasurer any may combine any wv,
of said officers in one person, Sald BOARD
of directors shall have the right 10 appoint
and dismiss such clerks, managers and
other employees of the corporation as con
ditions may Justify or the business Of the
corporation may require. Inc tenure Oh
office of all the employees of the corpora
ton shall be during the pleasure Oh IN,
hoard of directors. Any of the directors
or officers shall have the right 10 appoint
by written instrument another director or
stakeholder to act as his proxy or IN Ms
stead at any one OF the meetings OF lhr
hoard of directors. Said stock may be Is
sued in payment for property, or rights
purchased by the corporation or for ser
vice actually rendered to II.
More than fifty per cent or the capltal
stock having been subscribed and paid for
consequently with the execution Of this
charter. this corporation shall be going
concern at once.
ARTICLE VINO stakeholder shall be
held liable or responsible for the contracts
faults or debts of said corporation nor
shall any mere informality in its forma-
ton have the effect of rendering this char
Ter null or exposing n stakeholder TO any
liability beyond the unpaid balance 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 with
the assent of the stockholders owning
two-thirds of the stock OF the corporation
at a general meeting convened for that pur
pose and after at least ten days written
notice of the meeting has been given
through mail addressed TO each stock
holder at his last known place OF resi-
dence. In case of dissolution by the eN-
piratiOn of this charter, or otherwise the
stockholders shall elect three liquidators
from among their number TO iquidate and
settle the business and affairs of the com
pany. In case of death or disability OF
any of the said commissioners or hquida-
tors the survivors or remaining Hquida-
tors shall have full power and authority
to settle said company's debts, and divide
the remaining money, and property among
the stockholders. They shall also have
power TO meet and act under the bylaws
-T.Ng
to be made by the majority of said liqui
dators. to fix price and prescribe tbs
terms of sale of said property, and tbs
manner in which the sale shall be made
and to take notes and bonds secured by
mortgage or otherwise for part of tn,
purchase price for all or any part of said
property provided. however. that the right;
herein conferred upon the liquidators may
he modified, changed or denied by a ma
jority of the shares of the capital stock
of the corporation. The said liquidators
shall have authority to sue for and re
cover the debts and property in the name
of the corporation and may be sued by the
same name. and they shall be liable in
solido to any creditor or stockhOlder fol
the moneys and property of the corpora
ton which shall come into their hands oil
possession as liquidators for the further
application and distribution thereof.
ARTICLE III-Until the election to b.
held on the first day of June, 1922, the
of directors, viz: Morris J.. Warshauer
Aaron Gross and Herman Bratman, with
Morris j. Warshauer as president; Aaron
Gross as vice-president; and Herman Brat
man as secretary and treasurer. The said
board Of directors shall have the authority
to make and establish such bylaws for the
government of the corporation as they
deem fit or they or any succeeding board
of directors may amend the same at
pleasure.
Thus done and passed in my orr1ce on
the day. month and year first above writ
ten in the presence of Lillian Winter and
Harry Quick. competent witnesses, resid-
ing in this city, who have hereunto signed
their names, with the said appearers and
me, notary, after due reading Of the
whole.
witnesses: Lillian Winter, Harry
Quick.
Morris J.. warshauer, New Orleans, La.
800 shares; Herman Bratman. New Or
leans. La, 195 shares; Aaron Gross, Bun
kie. La, per ii. Bratman, agent and at
torney In fact shares.
GABRIEL FERNANDEZ, JR..
Notary Public
!, the undersigned Recorder of Mort
cages, in and for the Parish Of Orleans
State Of Louisiana, do hereby certify that
the above and foregoing Act Of Incorpora-
tion of the Tropical Clothing Manufactur-
ing Co., Inc, was this day duly recorded
in my Office In Book 1881 Folio $685.
New Orleans, June 9th 1921.
(Signed): ROBT. SCOTT,
Deputy Recorder
A true copy:
GABRIEL FERNANDEZ, JR..
Notary Public