The herald., 1922-03-09
CHARTER OF BERNARD co, INC.

United States of America. State OF
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 Q922), and of the hide
pendence of the United States OF America
the one hundred and forty sixth, before
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 severally declared that
awaiting themselves of the laws of this
state relative to the organization of cor
pOrations, they have contracted and
and bind themselves as well as such
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 /. The name and title of
said company shall be the BERNARD
CO, INC, and its domicile shall be the
City of New Orleans, Parish of Orleans.
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 800 years from the date of this act
TO contract, sue and be sued, and to make
and use corporate SEAL and the same
to break or alter at pleasure, which said
SEAL II any, shall be designated by the
| Board OF Directors; to purchase, own
hold. lease, receive, sell and mortgage OF
| pledge, under its corporate name, prop
erty, both real, personal and mixed,
corporal and incorporeal. including
porations; to sell any portion of its
capital stock, or other resources; to make
advances on real or personal security |;
to lease to and from and to consolidate
| m tuif nfh mil oIo
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
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 a 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
and specified to be: To buy, sell, deal
| in, lease, hold, develop or improve real
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, obli-
| cations and securities of other corpora
| tons, as we'll as of individuals and part
nerships; to exchange its entire capital
stock or any part thereof, for property
which it is authorized to acquire. or t.
exchange it's entire assets and business.
nr M RI
| bonds or other obligations of other COM
| panies; and to do and transact all busi-
| ness properly connected with or incident
al or convenient to any of the said objects
and purposes.
ARTICLE ". The capital stock Of
this corporation is hereby fixed at Thir-
| ty-five Thousand Dollars (s35 .00O.OO),
to be divided into and represented by
par value of One Hundred Dollars (s1O0.OO)
The capital stock Of this corpora
ton may be increased to the sum
Of One Million Dollars ($1,0oo00O.0O). No
transfer of stock shall be binding upon
| the corporation unless made and record.
| ed upon its books. No stakeholder shall
have a right to transfer or convey any
unless and until he or she shall have
first made a written offer to the other
then stockholders of the corporation, and
| to the corporation itself, to sell his or
ueT StOCk 10 tneIl, 1T tne same price MS
that at which he or she may have re-
ceived a bona fide offer therefor. Such
written offer shall be addressed to the
other then stockholders, and to the cor
| delivered to the office of the corporation
not less than ten (10) days prior to the
application for transfer of the stock. The
corporation shall transmit this offer to
the respective then stockholders, and the
stock Of the stakeholder desiring to sell
| shall be distributed pro rata among such
| Of the other stockholders as desire TO
purchase. in the proportions In which the
holdings of the stockholders DESTROYS Of
purchasing bear to each other; provided.
that the other stockholders desiring to
buy shall not be required to take all Of
the stock Of the stakeholder desiring to
any part of it, at the price at which
bona fde offer may have been received
by the stakeholder desiring to sell, for
the whole amount offered; and II the
to purchase is less than the total offered
for sale, then, after each Of the other
stockholders shall have taken and paid
for the amount Of stock which he or she
desires to buy, the remainder untaken
shall be open for purchase by the cor.
poration itself; and unless prohibited by
law, the corporation may itself use and
apply its surplus earnings or accumu-
stakeholder desiring to sell, Of any por-
ton of that stockholders stock which
none of the other stockholders may de-
sire to acquire, at the same price as said
stock shall have been offered to the other
stockholders; provided, that the corpor-
alton shall not apply any Of its capital
| to the purchase Of such stock. The cor
poration shall have the right to refuse
to transfer any stock so long as the
shareholder demanding the transfer is In
anyway indebted to the corporation. and
the corporation shall have a lien, pledge
and privilege on each share Of stock to
secure any indebtedness due by the
shareholder to the corporation. Should
any of the stock offered for sale be not
desired by any Of the other stockholders.
and should the corporation itself be IN
willing or unable to purchase any of the
same out Of its surplus earnings within
ten (10) days from the receipt at the
corporations office Of the written offer
to sell, then, and only then, shall the
stakeholder desiring to sell be entitled to
transfer such undesired portion of the
stock to such person or persons as he
may see fit, for not less than the price
at which he or she has offered the stock
to the other then stockholders and to the
corporation. The provisions of this
article shall be printed upon the face OF