The herald., 1922-09-21
CHARTER.
CHARTER OF g. SCHIRMER OF
LOUISIANA, INC.

lnt year VI our lBOEu one lhOuSohhs hIh'
hundred mad twenty-five, and of the In
dependence of the United States of Amerl
ca, the one hundred and forty seventh, De
fore me, Frank William Hart, nOtar,
public, duly commissioned and qualihed
in and for this city, parish and state
therein residing and in the presence o
the witnesses, that desiring to avail them
selves of the provisions of law of thi
state relative to the formation of cOrpOr
ations, and especially Act No. 261 of 1914
and to acquire and enjoy the rights, pri
viIeges and powers of a body corporate
and polite in law, they do hereby form
themselves into such corporation ant
body polite under the name and styl
and for the purposes hereinafter speciti
cally set forth, namely:
ARTICLE 1.-The name of this cOrpo
ration shall be the G. Schirmer Of Louis
lana, Inc, and its duration shall be TO
a period of ninety nine years.
ARTICLE 1.-THE objects and purpose!
for which this corporation is formed arr
hereby declared to be: Engraving, print
ing, publishing, producing, manufactur
ing, purchasing and selling music anC
musical instruments, and whatever apper
tains thereto, and to perform any anC
singular those acts and things which may
be necessary, eNpedient or incidental e
the aforesaid purposes.
And to this end under its corporal,
name said corporation shall have powe'
sued; TO make, have and use a corporate
seal; to hold, receive, have, purchase, i'm
prove, transfer. convey, sell, borrow
pledge, mortgage, hypOtheCate in its said
corporate name property, real, personal
and mixed; to designate and appoint such
officers, directors, agents or servants as
the interest or convenience of the COrpO.
ration may require; to make and establish
such bylaws. rules and regulations fOI
the management and regulation of its af.
fairs ha Oh
proper TO amend and repeal the same al
pleasure, and to do all and other acts
and things permitted by law or as shall
or may be necessary and proper to carry
out the objects and purposes of the said
corporation.
ARTICLE III-The domicile of this cor.
pOratiOn shall be in the City Of New Or
leans, Parish Of Orleans, State of Louis
lana.
ARTICLE IV-The capital stock of this
corporation is hereby declared to be five
thousand dollars (S5.000O0) which may be
increased to one hundred thousand dollars
SlOO,OOO0 0) in the manner provided by
law. Said stock is divided into fifty (50)
shares of the par value of one hundred
dollars (Sl00.O0). each to be paid for as
prescribed by law, or sooner at the dis
erection of the board of directors, and the
said stock shall be paid for in cash. or
may be issued at not less than par in pay
ment or exchange for property received
or purchased by said corporation in ac-
cOrdance with law.
The subscription of G. Schirmer. Inc. TO
forty seven (47) shares of the capital
stock of this corporation shall be paid for
by the transfer to the corporation by said
q. Schirmer. Inc, of all of the business
of G. Schirmer Inc, now conducted in the
City of New Orleans, State of Louisiana,
together with all the assets of said bust
ness. including merchandise. cash, inven-
tory, bills receivable furniture, fixtures
and chooses in action of every kind and
nature belonging to said business, which
business and the assets belonging thereto
as hereinabove described. are hereby APP
praised by the board of directors herein
after named, Mt the sum Of four thousand
seven hundred (S470000) dollars. and in
consideration Of the transfer thereof to
this corporation. the board of directors
hereof hereby authorizes the issuance to
said G. Schermer, Inc, of forty seven 90
shares of fully paid capital stock Of this
of the par value of one hun
dred (s10O.00) dollars per share.
Any stakeholder may sell or assign or
his stock in the said corporation
provided thirty 1907 days prior notice
thereof be given TO the company. and the
board of directors of this company shall
have the first privilege of purchasing for
and In the name of the company the said
stock: and in the event of the board of
directors refusing or neglecting to eNer-
the same may be sold after said thirty
(3OD' days notice in the open market.
The business and affairs of this corpo.
ration shall be managed by and all of its
powers shall be vested in and
exercised by a board Of three directors to
he elected annually by the stockholders
from among their number. majority
Of said board shall constitute a quorum
for the transaction Of business
The officers of this corporation shall be
a president. a vice-president. secretary
and a treasurer. The president, vice
by the board Of directors from ameng
their number. The secretary shall also be
elected by the board of directors, but
need not be a member of the board Of di-
rectors or a stakeholder. Any two of
said offices may be held by one and the
same person.
Until the first annual meeting herein
after provided for. or until their success
sors are duly elected and qualified, the
following persons shall constitute the
first board Of directors and officers Of
this cooperation: Ollie Gitz. No. 733 Canal
Street. Isabelle NJ. Hensley. No. 733 Canal
Street. Henry Kronlage, No. 1913 Canal
Street. with Ollie Gitz as president Isa-
belle NJ. Hensley, as vice-president and
treasurer, and Henry Kronlage as secre-
tary.
This board of directors shall continue in
office until the second Tuesday in the
month of June. 1923, on which date and
annually thereafter, their successors shall
he elected at a stockholders meeting con-
vened for that purpose, or until their sue
cessors are elected.
Notice OF such election shall be given
by delivering personally or by depositing
in the post office properly addressed to
each stakeholder, a copy Of said notice
Of election at least fifteen (l5) days be
fore such meeting, provided, however,
NhaN .,,l, hall h. 10
he given to any stakeholder who shall In
writing waive notice thereof.
The president shall preside at such an
nual meeting and any failure to elect di-
rectOrs on the day named for that purpose
shall not dissolve the corporation. but the
directors then in office shall continue un-
til their successors are elected, and at
every election and meeting of stock
holders each stakeholder shall be entitled
to one vote for each share of stock regis
tered In his name either In person or by
written proxy.
ARTICLE y-The board of directors
shall have power to fill vacancies in their
number caused by death, resignation or
otherwise.
The said board shall have full control
of the property Of the company and shall
conduct. manage and direct the business
OF the company consistent with the OBJ
.jects of the company.
4 The said board may appoint such man.
gers, assistants, agents and employees
Ias IL shall deem necessary for conducting
and managing the business details of the
said corporation. and may from time to
time delegate such special powers and au-
thortty as II may deem necessary or ex-
pedient. and to fix their compensation and
terms Of service.
ARTICLE vI-This charter NAV he
changed. modified or amended, or the
corporation dissolved at general meet