The herald., 1922-02-09
CHARTER.
CHARTER OF
BROWN ICE CREAM CO., INC.

bred and twenty-five, and of the lnde-
pendence of the United States OF America
the one hundred and forty-hfth, before
me, ARTHUR A. MORENO, Notary
Public duly commissioned and quallhed
in and for this city and the Parlsh OF
Orleans therein residing, and in the pres
ence Of the hereinafter named ana under
signed witnesses, personally came and
appeared the following persons whose
names are hereunto subscribed, together
with the amounts of their respective SUD
scriptions TO the capital stock OF the cor
p0ation TO be formed, who seVerally DE
clare that, availing themselves OF the
provisions Of the general laws OF tht
State of Louisiana relative to the organi
cation of corporations, they nave cove
nanted and agreed, and do by these
presents covenant and agree and bind
and obligate themselves, as well as such
other persons as may hereafter become
associated with them or their successors
TO form and constitute themselves into a
corporation and body polite in law, and
for the objects and purposes and under
the agreements and shpulations follow
ing, to-wlt: 49,,
this corporation shall be BROWN ICE
CREAM Co, INC, and by this name and
title this corporation shall have power
and authority to have and enjoy success
sion for the full term of ninety nine years
from the date hereof: to contract, sue and
be sued to borrow money; TO make ana
issue its negotiable, promissOry notes, or
other evidences of Indebtedness; TO create
debts; to make and use a corporate seal
TO purchase and receive, lease, hold, sell
and convey, as well as mortgage and ny
pothecate property, real, personal ana
mixed: to name and appoint suche officers
and agents as the interest OF SAID cor
pOratiOn may require; TO make and estaO-
lish such bylaws and regulations for the
proper management and regulation OF ITS
affairs as may be deemed necessary, and
the name to change, alter ana amend nj
pleasure.
ARTICLE H. The domicile of this cor
poratiOn shall be in the City Of New
Orleans, Parish of Orleans, State of Lou
isiana, and all citations and other legal
process shall be served upon the Presi-
dent of said corporation, or in case or
his absence, upon the Vice-President, or
in case of the absence of both OF these
officers, upon the Secretary hereof.
ARTICLE III. The objects and pur-
poses for which this corporation is estab-
lished and the nature Of the business to
be carried on by IL are to manufacture,
sell and distribute in the City of Baton
Rouge and the surrounding territory, ice,
ice cream, ice cream products and other
CONNECTIONS, and to do all things neces-
sary and usually done in connection with
the manufacture and sale of ice cream
and ice cream products.
ARTICLE Nv. The capital stock of
this corporation shall be Ten Thousand
Dollars (s10.O0000), divided into one hun
bred (100) shares of the par vatue of One
Hundred Dollars $4,000 each, and may
be increased to the sum of Twenty Thou
sand Dollars (s20OOOOO), divided into
two hundred (20O) shares of the par value
Of One Hundred Dollars ($1O0O0) each,
and this corporation Is to be a going con-
Germ when one-half of the capital stock
has been subscribed for. Each share of
the stock shall be entitled to one vote,
either In person or by proxy, at all gen
eral elections or meetings of stockholders.
Should the capital stock of this corpor-
..tf ho fna Oh nf
Ten Thousand Dollars (s10.000.00), then
such additional shares of stock that may
be issued shall first be offered to the
holders Of stock at the time of issuance
at the book value of said new stock in
the proportion in which the said stock
holders shall at the time of issuance hold
stock In this corporation.
ARTICLE v. No stakeholder shall ever
be held liable or responsible for the in
debtedness, faults or defaults of this cor.
poration, nor shall any mere informality
in the organization of the corporation
have the effect of rendering the charter
null, or of exposing the stockholders tn
any liability beyond the unpaid balance,
IL any, on their subscriptions.
ARTICLE vi. This corporation shall
have all powers granted to such corpor-
atoms by law, and shall have the power
to contract. sue and be sued in its cor
porate name, and to own, hold, receive.
loan, lease, purchase. sell and convey or
mortgage any and all of its effects or to
hypothecate Its property, and to do any
and all acts and things of any other kind,
nature or description as may be neces-
sary to carry out the objects and pur-
poses of said business as its interests and
conyenienees may require.
ARTICLE VII. The business of this
corporation shall be directed by and
vested In a Board of Directors of three
members, two OF whom shall constitute n |
quorum for the transaction of business,
and the said Board of Directors as first
constituted shall be composed Of Benja-
min &. Brown, John NJ. Seymore and Ben
jamin t. Brown. and they shall hold
office until the first Tuesday In January,
1923, and on that day and on the same
day thereafter each year elections shall
be held for directors at the principal
office of the corporation, and the election
shall be held between the hours of ten
Benjamin c. Brown shall be the first
President of this corporation, John NJ
Seymore shall be the first Vice President
and Benjamin I. Brown shall be the first
Secretary Treasurer, and they shall hold
1923
Failure to hold an election on the day
specified shall not dissolve the corpora
ton, but the directors shall hold their
be held after thirty days notice of the
stakeholder.
Directors may act either in person or
ARTICLE VIII. Whenever this cor.
poration is dissolved, either by limitation
or for any other cause, its affairs shall
be Hquidated by. the Board Of Directors,
who are hereby vested with full power
to sell any or al assets of the corpor-
alton. either separately or in mass and to
convey full and complete title thereto, and
shall have full power to do and perform
all acts necessary and proper to fully and
completely liquidate the affairs and dis
tribute the proceeds, IL any, among the
stockholders of the said corporation to
the amount of stock held by each.
tx5,000.00) Of the capital stock of this
corporation shall be paid for by the pur-
chase from Benjamin c. Brown Of prop
erty heretofore used by him in an ice
cream business I'm the City of Baton
Rouge. all Of which property is more fully
shown by the itemized inventory annexed
hereto and made a part hereof
ARTICLE X. This act of incorporation
may be amended, altered or modified, or
this corporation dissolved, in the manner
provided by law.
Thus done and passed In my notariaI
office In the City Of New Orleans, on the
In the presence Of Ruth NJ. Seller and
Gladys f. Rider, competent witnesses,
who hereunto sign their names. together
with the parties hereto and me. Notary.
after reading of the whole
loRIGINAL SIGNED:)
John Maxwell Seymore. 211 Church St.
katon Rouge. La, I share; BENJAMIN IT. |
Brown, No Rosa Park. New Orleans.
la, share; BENJAMIN c. Brown, No. Z
Rosn Park. New Orleans. La, so shares.
n witnesses: Ruth NJ. Seller. Gladys E.