The herald., 1922-05-25
CHARTER.
CHARTER OF
BAUERLEIN. INC.

18th day of April, in the year of oul
Lord one thousand nine hundred anC
twenty-five and Of the Independence Of
the United States of America the on,
hundred and fOrty-Sixth, before me
RUDOLPH j. WEINMANN, Notary
Public, duly commissioned and qualified
IN and for the Parish of Orleans anC
State of Louisiana, and in the preseuc,
OF the witnesses hereinafter named and
Undersigned, personally came and ap
peared the several persons whose name.
are hereuntO subscribed, who declared
that, ayailing themselves of the provi
slOns of the Constitution and laws oil
the State of Louisiana, relative to the
organization and formation of corpora,
tions, they have cOvenanted and agreed
and do by these presents covenant and
agree and bind themselves, their success.
sOrs and assigns, and such persons as
may hereafter become associated with
them, to form and constitute a body
polltlc in law and corporation for the
purposes and objects and under the stip-
ulatons and conditions hereinafter set
forth and expressed, which they hereby
adopt as their charter or articles of in
corporation, tO-wit:
ARTICLE i. The name and title of
this corporation shall be BAUERLEIN,
INC, and under such name il shall have
ana enjoy succession for ninety nine 500
years from date of this act, with full
power i'll the prosecution and for the
purposes of its business as hereinafter
dehned; to contract, sue and be sued
to acquire, lease, use and hold, ALLEVIATE
mortgage pledge or otherwise cucumber
any property, movable or immOvable, in
and out of the State of Louisiana; to
issue its bonds or other evidence of in
debtedness and TO secure the same by
pledge, mortgage or otherwise; and to
purchase or otherwise acquire the stocks
and bonds of other corporations; to
appoint or elect such directors, officers
manager, agents or other employees as
the interest or convenience of its bust
ness may require; to make, amend or
repeal at pleasure such bylaws, rules
and regulations touching the manage
ment of the affairs or business or the !
exercise of the powers of this corpOr- |
alton, as may be necessary or convenient; |
to increase or diminish its capital stock |
to adopt a corporate seal, and the same /
to make, break or alter at will; and |
generally for the purposes and objects /
of its business to exercise all the rights |
and powers permitted by law to cor
pOrations.
ARTICLE II. The domicile of this
corporation shall be in the City OF New
Orleans, State of Louisiana, and all eta
tiOns and other legal process shall be
served upon the President; and, in his
absence upon the Secretary of this cor
pOratiOn.
ARTICLE III. The objects and pur-
poses for which this corporation is
organized and the nature of the business
to be carried on by it are hereby de
clared to be: That of carrying on a gen
eral advertising agency business; to
carry on the book selling and publish
ing business in all its branches, both
as principal and agent; to operate print
ing and publishing plants, and to fur
Their undertake and transact all kinds
OF agency business which an individual
may lawfully undertake, and generally to
do and perform all such business as
may be necessary for or incidental to
the objects and purposes herein men
toned. as fully as If set forth herein.
ARTICLE ". The capital stock OF I
this corporation is hereby fixed at Ter
Thousand Dollars ($l0,0000O).s divided
into One Hundred Shares of One Hun
dred Dollars (SlO0O0) each, payable in
cash, or its equivalent, as may be deter
mined by the Board of Directors.
The corporation is to be a going con-
Germ as soon as Five Thousand Dollars
lS5,OOO.OO) of its capital stock shall have
been subscribed for.
The amount to which the capital stock
Of this corporation may be increased is
hereby fixed at One Hundred Thousand
Dollars (S100.OO0O0).
All transfers of stock of this cor \
pOratiOn shall be entered on the stock q
book, and no transfer shall in any 0
manner be binding on this corporation a
Until so registered in its stock book. l.
No stakeholder shall have the right to u
Tell his stock on the market without d
having offered 1t. in writing, at its book p
'alue, to the directors OF this corpor- u
tion thirty days previous to the con- st
emplated sale of the said stock, and Il
the directors of this corporation, when p'
aid stock is offered to them at its book to
alue, desire to buy it, the corporation al
hall have the right to do so, the pur- hi
base shall be made on behalf OF the IN
orpOration and the stock shall then and bi
here become treasury stock to be dis pc
Osed Of as the Board of Directors shall eli
in
A notice of the obligation so to offer al
he stock to the corporation shall be ' .e
rinted across the face Of each certificate '"
{ stock.
ARTICLE V. All of the corporate tn
overs of this corporation shall be ~
ested in and exercised by a Board of I'D
directors, composed of three stock y. ~
olders, two of whom shall constitute te
quorum in the transaction OF business uo
hich said directors shall be elected Mt 81
general meeting of the stockholders a,
this corporation, to be held OH the PL
rst Monday in December Of each year. gu
nd notice of said election shall be e .L
iven by a letter to be written ten days IN
revious to said election and sent to ny
he last known address of each Of the oi
as shown by the books Of o..
he company. The first meeting of the ll'
tockholders under this charter for the III
hall occur on the first Monday of De- n nn
amber, 1922. as
The said Board of Directors, at its In,
rst meeting after each annual election | af
hall elect from its number a President otl
Treasurer, and a Secretary. The Offices its
President and Treasurer may be COM an
med In one person. O.,
The following stockholders shall con- rig
itute the first Board of Directors of col
lis company, ts-wit: George w. Bauer
in. Hotel Grunewald. New Orleans, La no,
enry Pickett, Withers, Lake Forest | 10
l.; John Dymond, Jr., 1907 Maison no
lanche Bldg, New Orleans. La, who to
Iall hold their office until the first y
onday OF December, 1922 and until and
eir successors shall have been elected ono
i'd qualified. OF these the said George Gni
shall be President and o,h
and the said John Dymond
all be Secretary. O.,
failure from any cause to elect n,
etors on the day stipulated shall not
ssolve this corporation, but the officers ,,i.i
ID directors then in office shall hold w
er until their successors shall have anu
en- duly elected and qualified. And in lie
2 event of any failure to hold an cleo ven
N on the day stipulated, the President pan
all call new meeting on ten days a.
tiee thereafter, or. as near thereafter 81
as soon thereafter as practical Y Y
vi vacancies occurring in the Board
Directors shall be filled by the re- S Snu
lining directors for the unexpired isao
m. Wsd
It all elections and meetings of the re
ckholders each stakeholder shall be D.,