The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-19
CHARTER.

subscribed. all of the full age of majority,
who severally declared to me, Notary
that. avaling themselves of the laws of
the State of Louisiana, in such cases made
and provided, and particularly of Act 267
of the General Assembly of the State of
Louisiana of 1914. they have cOvenanted
and agreed, and by these presents do COW
enant and agree and bind themselves, as
well such other persons as may here
after become associated with them, to form
Il corporation for the objects and purposes,
and under the articles and stipulations fol
lowing, tO-wit:
ARTICLE 1.-The name and title of this
corporation shall be MASON PAUL NOR
PLY TEA ROOM INC. and under its cor
porate name il shall have power and au-
thority 10 have and TO enjoy corporate eX-
istence for a period of ninety nine years
from date hereof, unless sooner dissolved
by liquidation or otherwise; il shall have
power to contract, to sue and be sued. TO
make and use corporate seal. and to
alter and break same at pleasure: to hold,
receive, lease, purchase, transfer. assign,
convey, mortgage, hypOthecate. pledge, or
otherwise receive or dispose of property,
real, personal or mixed, corporal and in
corporeal; to issue bonds. and. if desired,
to secure same by mortgage; to buy and
hold stock in other companies. incident to
the objects ans purposes, or at the eNpan-
sion of the business interest of the cor
pOratiOn; TO name, elect and appoint man
ayers, agents, directors or officers, as its
business interests may require; TO make
and establish, alter and amend its bylaws,
rules and regulations for its proper gov
eminent, as may be deemed necessary and
proper, and, generally, to do any and all
things incident to or necessary and proper
for the extension of the business in which
the corporation is engaged.
ARTICLE 1.-THE corporation shall be
dOmiciled in the City of New Orleans
state of Louisiana, and all citation or
other legal process shall be served upon
| the President of the corporation, Or in
| his absence, upon the Secretary Treasurer
/ ARTICLE III.-The objects and pur.
poses for which this corporation is organ.
| lied and created, and the nature of the
| business TO be carried oil by it, are de
| clared to be as follows: To buy, own
erect, lease, and. in any manner TO ac-
qulre tea rooms, coffee houses, cafes, res.
| taurants, or places of refreshments and en-
| tertainment of any kind and description
whatsoever, and TO install, furnish, man.
/ age, conduct and operate such establish.
! ments in any manner whatsoever; to en-
gage in any and all business incident tC
| the said above mentioned objects and pur.
poses, and to dispose of such establish.
| ments in any manner whatsoever, and
/ generally, to engage in a restaurant and
tea room business in New Orleans, Lou
isiana, and in any other cities or localities
in the United States of America.
ARTICLE Iy.-The capital stock of thi,
! corporation Is hereby fixed at the sum OF
! Ten Thousand (S10,0000o) Dollars, repre-
scented by one hundred 900 shares of tn,
par value of One Hundred (SlOO.OO) Dol
lars each. Said stock shall be paid for il
cash or its equivalent, as provided by law
and in such manner and at such time, and
| In SUCH installments. may be prescribed
/ by the Board of Directors.
| This corporation shall become a going
I concern, and shall be authorized to com
mence business when Five Thousand
/ (S5,OOO.O0) Dollars of its capital stock shall
have been subscribed for, and when the
amount required by law shall have beer
paid in, as provided by the law.
! ARTICLE V.-The capital stock of this
/ corporation may be increased TO the sum
| Of Fifty Thousand 1850 OO000) Dollars by
! twO-thirds vote of all the stock, present
| or represented, at a special meeting called
| for that purpose, or at a regular annual
/ meeting of the corporation.
ARTICLE VI-All certificates of stock
/ issued by the corporation shall be signed
| by the President and cOuntersigned by the
Secretary-Treasurer. The stock of this
corporation can be transferred only on the
/ books of the corporation, and subject ia
| such regulations and formalties as may
be by the Board of Directors, from time to
/ time, prescribed. No stakeholder shall be
! permitted to sell or otherwise dispose of
/ his stock without first Offering same in
writing to the other stockh holders through
I the Board of Directors at a price not ex-
ceeding the book value thereof and the
! stockholders shall have an option and first
right to purchase all the shares of stock
/ to lie thus disposed of by the SALE or death
| resignation, or otherwise. of any of the
stockholders of the corporation. and shall
| have period of ten days in which to ac
cept or decline to purchase said stock
| Should the Board of Directors or the stock.
| holders decline to purchase said stock then
the stOckholder or stockholders who made
! the offer TO sell or otherwise dispose of the
! stock may sell or otherwise dispose of IL
| in any manner. and At any price that he
she or they may see fit. But each stock OF
share is issued under the condition and
understanding that no stakeholder shall
/ make sale or transfer of his stock In
violation of this provision; and this Com.
pany shall be under no obligation to list
said stock on its books or to regard the
holder of the certificate thereof.
! ARTICLE VII.-The corporate powers OF
! this corporation shall be vested in and ex
ercised by q Board of Directors composed
OF five stockholders, three of whom shall
constitute quorum for the transaction Of
business. The directors Of this corpora
ton may vote In person or by proxy, al
any of the meetings of the Board of Di
rectors, and the Board of Directors may
delegate any of its powers to any officer
or officers. or any other representative OF
the company, by appropriate resolution Il
| that effect.
The first Board of Directors Of the Com.
pany shall be composed of the following
Mrs. Jeanne CastellanOs. Eli Watson, A. G
! Dumestre, John q. O'Kelley, Edwin T
| Merrick; with Mrs. Jeanne Castellanos as
President and General Manager, A. G.. Du.
mestre Secretary and Treasurer. And they
| shall serve until the twentieth day of April
| 1922 or until their successors are duly
elected and qualified. The directors shall
be elected annually, at meeting held or
the twentieth day of April in each year
thereafter, notice of such meeting being
given according to law, and the Board OF
/ Directors may change the date of said
annual meeting, by written notice to that
effect, sent at least fifteen days before the
date to which said meeting has been
changed, directed to each of the stockhold
ers at his last known place of residence
Each stakeholder shall, at such annual
meeting, or other meeting, general OF
special, be entitled. In person or by proxy
| to one vote for every share of stock owned
The election shall be held under such rules
and regulations may be from time ia
| time determined by the Board of Direc
| tors. The directors, when elected. shall
hold Office for one year, or until their sue
cessors have been elected and qualified
and failure to hold the annual meeting OF
| stockholders to elect annually the directors
shall not operate the forfeiture of this
charter or any of the rights Hereunder
Any vacancy occurring in the Board OF
| Directors may be filed by the directors fol-
/ the unexpired term.
| ARTICLE VIII.-This charter may be
changed, modified, altered or amended by
and with the consent of two-thirds of ali
stock present at any meeting, general OF
! special, held for that purpose. and such
amendment may be material or immaterial
subject only to the limitation as may b.
by law provided; and this corporation
| shall have the power to increase its capita