The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-23
CHARTER OF BERNARD co, INC.

| CHARTER OF BERNARD CO., INC.
United States of America. State of
known that on this the 9th day of
the month of February, in the year of
/ our Lord, one thousand nine hundred
and twenty-five ll922l, and of the hide
the one hundrsd and forty sixth, before
| me, SCOTT T.. BEER, Notary Public.
| in and for the Parish of Orleans. State
/ of Louisiana, duly commissioned and quail
| flied, and in the presence of the witnesses
hereinafter named and undersigned, per-
/ sOnally came and appeared the several
| persons whose names are hereunto sub
| scribed. who severally declared that
| awaiting themselves of the laws of this
| state relative to the organization of cor
| porations, they have contracted and
| agreed and do by these presents agree
| and bind themselves, as well as such
other persons as may hereafter become
| associated with them, to form and con-
| stitute corporation and body, corporate
in law, for the objects and purposes ard
under the agreements and stipulations
hereinafter set forth and expressed.
ARTICLE l. The name and title OF
| CO, INC, and its domicile shall be the
! City of New Orleans, Parish of Orleans,
State of Louisiana. Under this corporate
name the said corporation shall have
| power and authority to exist and enjoy
nine 900 years from the date of this act
to contract, sue and be sued, and to make
and use a corporate seal. and the same
to break or alter at pleasure, which said
seal, If any, shall be designated by the
Board of Directors; to purchase, own.
hold. lease, receive, sell and mortgage or
pledge, under its corporate name, prop
erty, both real, personal and mixed,
corporal and incorporeal. including
stocks, bonds and securities of other cor
porations; to sell any portion of its
capital stock, or other resources; to make
advances on real or personal security;
to lease to and from and to consolidate
or merge with other companies; to elect
and appoint such directors, officers and
agents as the interest and convenience of
SAID corporation may require; to make
and establish such bylaws, rules and
regulations for the proper management
of the affairs Of said corporation as may
be necessary and proper, and the same
to change or alter at pleasure and, gen.
orally, to do and perform all acts and
| things requisite and necessary to carry
out the objects and purposes of said cor
pOration.
ARTICLE ii. All citations or other
legal processes shall be served upon the
President of said corporation, and in case
of his absence upon a Vice-President and
in case of the absence of the President
and all Vice-Presidents, upon the Secre
tary.
ARTICLE Ill The objects and pur.
poses for which this corporation is estab-
lished, and the nature of the business to
be carried on by 1t, are hereby declared
and specified to be-; To buy, sell, deal
in, lease, hold, develop or improve real
estate of all sorts; to construct aud main
tain offices, flats, houses, factories, ware.
houses, shops, buildings, works and con-
veniences of all kinds; to acquire, hold
and deal in personal property of every
character, including stocks, bonds, obi
cations and securities Of other corpora
lions, as well as of individuals and part
| nerships; to exchange its entire capital
stock or any part thereof, for property
which it is authorized to acquire, or t.
exchange its entire assets and business.
or any part thereof, for property, stocks.
bonds or other obligations of other COM
panies; and to do and transact all bust
ness properly connected with or incident
al or convenient to any Of the said objects
| and purposes.
this corporation is hereby fixed at Thir-
ty-five Thousand Dollars 1885. 0OO.0O),
to be divided into and represented by
three hundred fifty (350) shares of the
par value of One Hundred Dollars (S100.00)
The capital stock of this corpora
ton may be increased to the sum
of One Million Dollars $1,000, O00.O0). No
transfer of stock shall be binding upon
the corporation unless made and record.
ed upon its books. No stakeholder shall
have a right to transfer or convey any
OF his or her stock in the corporation
unless and until he or she shall have
| first made a written offer to the other
then stockholders of the corporation. and
to the corporation itself, to sell his or
her stock to them, at the same price as
that at which he or she may have re-
ceived a bona fde offer therefor. Such
written offer shall be addressed to the
other then stockholders, and to the cor
poration itself, collectively, and shall be
delivered to the office of the corporation
not less than ten Q0) days prior to the
application for transfer of the stock. The
| corporation shall transmit this offer to
the respective then stockholders. and the
stock Of the stakeholder desiring to sell
shall be distributed pro rata among such
of the other stockholders as desire to
purchase in the proportions In which the
holdings of the stockholders DESTROYS OF
purchasing bear to each other; provided,
that the other stockholders desiring to
buy shall not be required to take all OF
the stock of the stockholder desiring to
sell, but shall have the option to take
any part Of 1t, at the price at which
bona fide offer may have been received
by the stakeholder desiring to sell. for
the whole amount offered: and II the
| total which the other stockholders desire
to purchase is less than the total offered
for sale. then, after each of the other
stockholders shall have taken and paid
for the amount Of stock which he or she
desires to buy, the remainder untaken
shall be open for purchase by the cor
poration itself; and unless prohibited by
law. the corporation may itself use and
apply its, surplus earnings or accumu-
lated profits to the purchase, from any
stakeholder desiring to sell, of any por-
tion of that stockholders stock which
none of the other stockholders may de-
sire to acquire, at the same price as said
stock shall have been offered to the other
stockholders; provided, that the corpor..
alton shall not apply any Of its capital
to the purchase of such stock. The cor
| poration shall have the right to refuse
| to transfer any stock so long as the
shareholder demanding the transfer is In
any way indebted to the corporation. and
| the corporation shall have lien, pledge
and privilege on each share Of stock to
| secure any Indebtedness due by the
shareholder to the corporation. Should
| any of the stock offered for sale be not
desired by any Of the other stockholders.
and should the corporation itself be un-
willing or unable to purchase any of the
| same out Of its surplus earnings within
| ten 900 days from the receipt at the
| corporations office Of the written offer
| to sell. then, and only then, shall the
| stakeholder desiring to sell be entitled to
transfer such undesired portion Of the
stock to such person or persons as he
may see fit, for not less than the price
at which he or she has offered the stock
| to the other then stockholders and to the
| corporation. The provisions Of this
article shall no nriufed unou fha fare of