The herald., 1922-04-06
CHARTER OF BERNARD CO., INC.

Louisiana, Parish of Orleans. BE IL
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 C1922D, and of the indie
pendence of the United States OF America
the one hundred and forty sixth, before
me, SCOTT +. 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 seyerally declared that,
availing 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
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 and
under the agreements and stipulatiOns
| hereinafter set forth and expressed.
| ARTICLE i. The name and title of
said company shall be the BERNARD
| CO, INC, and its dOmicile shall be the
State of Louisiana. Under this corporate
name the said corporation shall have
| power and authority to exist and enjoy
| succession for the full term of ninety
| nine (99) 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 personal security
to lease to and from and to consolidate
n ma wit thnr ania tn oil
| 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 Vice-President. and
in case of the absence of the President
and all Vice-Presidents, upon the Secre-
tary.
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 it. are hereby declared
and specified to be: To buy, sell, dea
in, lease, hold, develop or improve rea
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
tons, as well as of individuals and part
nerships; to exchange its entire capita
stock or any part thereof, for property
which IL is authorized to acquire, or {,
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 object
and purposes.
ARTICLE ". The capital stock o
this corporation is hereby fixed at Thir
ty-five Thousand Dollars 35,000.O0)
to be divided into and represented b!
three hundred fifty (350) shares of tn
par value of One Hundred Dollars $4,000
The capital stock of this corpora
, ton may be increased to the sun
Of One Million Dollars ($1,0O0.000O0). NJ
transfer of stock shall be binding upoI
ed upon its books. No stakeholder shal
have a right to transfer or convey an!
of his or her stock in the corporation
unless and until he or she shall hav
then stockholders of the corporation; AM
to the corporation itself, to sell his o
her stock to them, at the same price a
that at which he or she may have re
written offer shall be addressed to tn
other then stockholders, and to the cor
poration itself, collectively, and shall b
, delivered to the office of the corporation
application for transfer of the stock: TIL
corporation shall transmit this oher .
the respective then stockholders, and tn
stock Of the stakeholder desiring to sci
shall be distributed pro rata among sue
. of the other stockholders as desire Z
purchase, in the proportions In which tn
; holdings of the stockholders DESTROYS o
purchasing bear to each other; provided
that the other stockholders desiring Z
buy shall not be required to take all o
the stock of the stakeholder desiring +
sell, but shall have the option to TAX
any part of it. at the price at which
bona fide offer may have been receives
by the stakeholder desiring to sell: 10
!, total which the other stockholders desir
to purchase is less than the total offere'
for sale, then, after each Of the othe
stockholders shall have taken and par
desires to buy, the remainder intake
shall be open for purchase by the col
poration itself; and unless prohibited b.
, law. the corporation may itself use an
! apply its surplus earnings or accumu
|, lated profits to the purchase, from an
e stakeholder desiring to sell, Of any pol
|, ton of that stockholders stock whic
{ none of the other stockholders may de
r sire to acquire, at the same price as sal
! stock shall have been offered to the othe
: stockholders; provided, that the corpor
alton shall not apply any Of its capita
5 to the purchase of such stock. The cor
poration shall have the right to refus
I to transfer any stock so long as tn
shareholder demanding the transfer is !
any way indebted to the corporation. an
Q the corporation shall have lien, pledg
a and privilege on each share of stock {
secure any Indebtedness due by tn
, shareholder to the corporation. Shout
= any Of the stock offered for sale be nc
: desired by any Of the other stakeholder
and should the corporation itself be IN
! willing or unable to purchase any of IN
same out of its surplus earnings With
ten (10) days from the receipt at th
l. corporations office Of the written offe
to sell. then, and only then, shall I'll
r stakeholder desiring to sell be entitled I
l. transfer such undesired portion Of tn
stock to such person or persons as h
may see fit, for not less than the priC
at which he or she has offered the stoc
to the other then stockholders and to th
corporation. The provisions Of thi
: article shall be printed upon the face {
Y | each certificate issued by the corpori