The herald., 1922-01-26
CHARTER OF W. ID. CLEARLY CO.. INC

] NOldTg ubi'N'
| Jan. j. Feb. D.
| CHARTER OF ". ID. CLEARLY CO.. INC.
| H., il known that on this 22nd day OF
| the month of December, 1921, Before me.
| Scott +. Beer, notary public i'll ana lor
! the Parish of Orleans, State OF Loulslaha'
| therein residing, duly sworn, cohmlS'
! stoned and qualified, and in the presence
of the witnesses hereinafter named ana
| undersigned, personally came ana ap'
/ prared the several persons whose names
are hereto subscribed who severally de-
| cIared that ayailing themselves OF the
! laws of this State relative to the lorna
| ton of corporations, they hereby constl-
| tute themselves their associates, success
| sers and assigns, corporation Tor the
/ objects and purposes ana under the con-
| ditOns and stipulations OF the following
articles which they hereby adopt as their
| charter, tO-wit:
l. ARTICLE 1.-The name and title of this
| corporation shall be W. ID. Cleary Go,
| Inc. and its period of duration shall De
! ninety nine years from and after the
| signing of this charter.
| Said corporation shall have for the pur-
| poses of the business To be carried on Oy
/ il all the powers conferred ny law upon
| corporations and shall generally eNer-
( else all the powers necessary 10 carry on
| said business; said corporation snail nave
| full power to contract, sue and be sueu
4
corporate seal, and the same 10 Dreak
and alter at pleasure; TO hold, receive
| purchase, rent or otherwise acquire, anu
to convey, mortgage, hypOthecate, lease,
| pledge sell or otherwise dispose Of prop
! erty real personal and mixed; to issue
| bonds, notes and other obligations; to
| name and employ such managers, dlrec-
| tors officers, agents and other employees
as the interest and convenience OF the
corporation may require and to make
such bylaws, rules and regulations for
| the management and control Of the cor
| poration as the directors may deem fit
and proper.
| ARTICLE 1.-THE domiclle of the cor
! poration shall be in the City of New OF.
| leans La. All citation and other legal
process shall be served on the PRESIDENT
| aud in case of his absence or disability,
! upon the Vice-President or Secretary
! Treasurer
ARTICLE II-The objects and pur-
poses for which this corporation is organ
| lied and the nature of the business to
| be carried on by it are hereby declared
| to be: To carry on in. the City of New
| Orleans, State of Louisiana, and else
where, the business of wholesale dealers
| and jObbers in jewelers. supplies, watch
materials, jewelers. tools and merchan-
disc of a similar kind or character, or
in any kind of goods and merchandise
related thereto or in any wise connected
Herewith; and in the course OF the said
business, to buy and sell the kinds or
merchandise and goods above referred to {;
and to do all things related to or inciden-
tai to the said business or in any wise
connected Herewith.
ARTICLE IV-The capital of the said
corporation is hereby liked at the sum
of Ten Thousand Dollars ($1O,OOOOO), CON
sisting of One Hundred shares of stock
of the par value of One Hundred Dollars
$500 00) each; one-half of the said capl
tai stock shall be subscribed for at the
signing of these articles Of incorporation,
and half of the stock so subscribed
for shall be paid in cash before the
corporation may engage in business. The
remainder of the capital so subscribed
for shall be paid in within twelve months
from the signing hereof.
The remainder of the capital stock au-
thorized shall be issued by the Board of
Directors, as 1t may determine, at not
less than par for cash or property re-
ceiyed by the corporation at such value
as may be fixed by the Board Of Direc-
tors.
No transfer OF the stock shall be made
except on the books of the corporation
upon the surrender of the outstanding
certificate of stock and pursuant to such
rules and regulations as the Board of
| Directors may adopt, and neither sale
| or other disposition of the said stock
| shall be made by any stakeholder with
| out first Offering same in writing for a
period of ten days through the Board of
| Directors to the other shareholders at u
price equal to the book value of as shown
by the last preceding inventory.
| The capital stocl OF this corporation
may be increased to $100,OO0.OO.
ARTICLE v-Ail the powers of thi:
corporation shall be vested in and exer'
cised by Board Of Directors to be com
posed of three stockholders elected by
the shareholders at the annual meeting
which annual meeting shall be held il
the City of New Orleans, La, on the 2Otl
day of January each and every year
each OF the directors shall own at ieas
one share Of stock standing in his nam
on the books of this corporation. hi
corporation shall not engage in bushes
until January 20, 1922, and the first ali
nual meeting shall be on January 20 1923
until the said meeting on January, 2
1923, the officers and the board named i
this charter shall remain in Office, an
shall continue thereafter in Office unit
: their successors are elected and qualified
. at each annual meeting or che shareholC
, ers, the said shareholders shall elect frol
n their number, a board composed of tire
o and all vacancies in the board may ;
: filled until the next annual meeting b
the remaining directors; any director ma
{ be represented at any meeting by an
stakeholder by written proxy. As 500
J, as practical after the said annual meetin
a and election of the said board of dire
tors, the said Board of Directors, sha
e elect from its own number a Presiden
i a Vice-President ana a Secretary Urea
: urer; the failure to hold the annual NEE
ing and to elect directors as aforesai
e shall not affect this corporation nor in
u pair its management, but the officers ar
directors then in Office shall continue
II office until the successors are elected al
u qualified.
> / The first Board Of Directors and of
GERS of this corporation and their po
l. office addresses, are as follows: W.
Q Cleary, New Orleans. Louisiana, Pre-:
n dent; Robert Hinote, Florala, Alabam
yice-President; j. +. Bell, Florala, AL
II bama, Secretary Treasurer.
If time alter, amend and repeal the bylaw
d Of the corporation.
s. ARTICLE VI-This act of incorpor
II ton may be modified, changed or alter
!, or the said corporation may be dissolv,
in accordance with the laws Of this Stat
L Notice of the meeting of any meetir
y Of the stockholders for any purpose m,
~ be waived by unanimous consent.
:, In case Of the dissolution Of this CO
poration, its affairs shall be liQidated
7, one or more commissioners elected by
II majority Of the stockholders represent
q or present at a meeting called for tn
a purpose, and said commissioners shs
= have such powers and duties as the stoc
ii holders may determine.
n ARTICLE VINO stakeholder sh,
ID ever be held liable for the faults or co
d tracts of this corporation in any furth
re sum than the unpaid balance due to tn
y corporation on the shares subscribed
nj said stOckhOldpr NOR shall anv mara 4