The herald., 1922-05-18
CHARTER.
CHARTER OF
BAUERLEIN, INC.

twenty-five, and of the Independence of
the United States of America, the one
hundred and forty sixth. before me,
RUDOLPH j. WEINMANN, a Notary
Public, duly commissioned and qualified
in and for the Parish of Orleans and
State of Louisiana, and in the presence
Of the witnesses hereinafter named and
undersigned, personally came and APP
peared the several persons whose names
are hereunto subscribed, who declared
that, availing themselves of the prOvi-
siOns of the Constitution and laws OF
the State of Louisiana, relative to the
organization and formation of corpora
tons, they have cOVenantsd 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
polite in law and corporation for the
purposes and objects and under the stip-
ElatiOnS and conditions hereinafter set
forth and expressed, which they hereby
adopt as their charter or articles Of in
corporation, tO-wit:
ARTICLE /. The name and title of
this corporation shall be BAUERLEIN,
INC, and under such name il shall have
and enjoy succession for ninety-nine (99)
years from date of this act. with fun
power in the prosecution and Tor the
purposes of its business as hereinafter
defined: 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; 10
issue its bonds other evidence of in
debtedneSS and to secure the same by
pledge, mortgage or otherwise; and 10
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 business or the
exercise of the powers of this corpor-
alton. as may be necessary or convenient;
to increase or diminish its capital stock
10 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 cita-
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 ii are hereby de-
clared to be: That of carrying on a gen
eral advertising agency business: to
carry 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 w. The capital stock of
this corporation Is hereby fixed at Ten
Thousand Dollars ($lOOOOO0), divided
into One Hundred Shares of One Hun
dred Dollars ($1OOOO) 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 |
(S5,OOOOO) 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 C$1O0O0OOO). 80
All transfers of stock of this cor
poratiOn shall be entered on the stock
book, and no transfer shall in any
manner be binding on this corporation
until registered in its stock book.
No stakeholder shall have the right to
sell his stock on the market without
having offered 1t. in writing, at its book
value, to the directors of this corpor-
alton thirty days previous to the con-
templated sale of the said stock, and
If the directors of this corporation, when
said stock is offered to them at its book
value, desire to buy it, the corporation
shall have the right to do so. the pur-
chase shall be made on behalf of the
corporation and the stock shall then and
there become treasury stock to be dis
posed of as the Board of Directors shall
determine.
\ notice of the obligation so to offer
the stock to the corporation shall be
printed across the face of each certificate
of stock.
powers of this corporation shall be
vested in and exercised by a Board of
Directors. composed of three stock
holders, two of whom shall constitute
a quorum in the transaction of business,
which said directors shall be elected ut
general meeting of the stockholders
of this corporation, to be held on the
first Monday in December of each year,
and notice of said election shall be
given by a letter TO be written ten days
previous to said election and sent to
the last known address of each of the
stockholders, as shown by the books Of
the company. The first meeting of the
stockholders under this charter for the
purpose of electing a Board Of Directors
shall occur on the first Monday of De-
cember. 1922
The said Board of Directors, at its
first meeting after each annual election,
shall elect from its number President,
Treasurer andy Secretary. The offices
of President and Treasurer may be COM
bined in one person.
The following stockholders shall con- |
stitute the first Board of Directors Of {
this company, to-wit George w. Bauer
lein. Hotel Grunewald. New Orleans, La. /; !
Henry Pickett, Withers, Lake Forest. i
ILL.,; John Dymond, Jr., 1907 Maison !
Blanche Bldg, New Orleans. La, who I
shall hold their office until the first
Monday Of December. 1922, and until n
their successors shall have been elected a
and qualified. OF these the said George {
W. Bauerlein shall be President and n
Treasurer, and the said John Dsmond, o
Jr, shall be Secretary, e
failure from any cause to elect
directors on the day stipulated shall not n
dissolve this corporation, but the officers "
and directors then in office shall hold a
over until their Successors shall have cl
been duly elected and qualified. And in y,
the event of any failure to hold an cleo ~
ton on the day stipulated, the President -
shall call a new meeting on ten days y,
notice thereafter, or as near thereafter N
or as soon thereafter as practical T
All vacancies occurring in the Board =
Of Directors shall be filled by the re- g,
naming directors for the unexpired T.
term. ~
At all elections and meetings Of the Z,
each stakeholder shall be n
entitled to one vote for each share of | -