The herald., 1922-04-27
CHARTER.

grown and manufactured. and in general
to deal in such products either as the
grower or manufacturer thereof or as
dealer therein in the open market.
(h) To own and operate stores COM
missaries, or do a general merchandising
business; and said corporation is es-
pecially authorized to conduct its said
business in the State of Louisiana. or any
other state, and open branch offices at
such place or places within or without the
state as may be desired or necessary;
In fact, said corporation is authorized
TO do any and all other acts and things
and To exercise any and all other powers
which any corporation or natural person
could do and exercise and which now or
hereafter may be authorized by law.
ARTICLE Iv-The capital stock of this
corporation is hereby fixed at the sum of
three hundred and seventy-fi five thousand
represented by three thousand, seven
hundred and fifty (3,15O) shares of the
par value of one hundred dollars (SlOO.OO)
each. the same to be issued in the man
ner and for the consideration prescribed
by law. In accordance with Section of
Act No. 267 of 1914 of the laws of the
State of Louisiana. there is attached here
to, and made part of these articles of
herewith, an accurate detailed and item
lied description of the property herein
exchanged for shares of the stock of this
corporation, accompanied by an affidavit
|
of said property.
All the shares of stock shall be
full paid and nOn-asseSSable. The capital
stock of this corporation may be increa Sed
to one million dollars $1,000, ,OO000) by a
vote of two-thirds e. - of all the capi-
tai stock of said company at meeting
of the stockholders convened for that pur-
| pose. Any increase in the capital stock
! in excess of limit herein designated can
only be had upon vote of three -fOurths
| (3 ~ of the capital stock outstanding
voting for said increase. and by amend
| ment ot these articles of Incorporation.
! ARTICLE N-NO transfer of stock of
| this corporation shall be binding upon the
| company unless and until the transfer is
| actually made on the books of said cor
poratiOn in the manner required by law.
| Prior to any such transfer this corpora
| tiOn shall be authorized to deal only with
the person in whose name the stock stands
/ on the books of said company.
| No stakeholder of this corporation shall
have the right to sell his said stock or
pledge or hypothecate same without first
| having uurred it to the board of direc-
| tors of this corporation, and given said
| board Of directors five (J) days within
which to purchase said stock at its mar
ket value to receive the same in pledge
as may he desired by the holder.
| ARTICLE VI--All the corporate powers
of this corporation, except those herein
| conferred upon the president, shall he
vested in and exercised by a board of di-
| rectOrs to be composed of not less than
| three (3) nor more than five 90 stock
| holders.
The following named stockholders. with
| their addresses here given, shall cOnsti-
| tute the first board of directors: Edward
| G.. SwartZ, 2236 Prytania Street, New Or
leans Louisiana; Charles w. Ziegler. Jr.,
| 1922 State Street, New Orleans Louis
lana albert ]. Derbes, 81 Morgan Boule-
| Sard. New Orleans, Louisiana.
| The directors here named and the party
| here nominated. constituted. and appoint
! ed to fill the office as president of the cor
| pOration, shall serve in such capacities
until the second Tuesday of June, 1922
ut which time and annually thereafter. on
| the second Tuesday of June (unless that
day be a legal holiday, and If so on the
first legal day following), new board of
| directors and a new president shall be
elected, and with the annual election OF
said board, new officers shall be named
by the board. The present board Of di-
rectOrs and officer of president and al
subsequently elected boards and officers
shall hold office until their successors
shall have been elected and qualified.
All stockholders meetings, including
the annual meeting for the election of of
ficers and directors, shall be preceded by
written notice, either delivered personal
ly or deposited in the post office properly
addressed to each stockholder at leas
fifteen Q5) days before such meeting
provided the stockholders always have the
right to waive said notice.
The board Of directors snail Oe con
vened on verbal or written notice, and an!
director who may be prevented from at
tending any meeting of said board ma!
ber of said board, whether said meeting
be general or special
Three members of the board shall con
stitute quorum, and all business trans
acted at any meeting with quorum o
three shall be binding upon the corpora
tion.
| In the event of tie vote of the boar
of directors, the president of this corpora
. ton shall have the right to cast the de
Gliding vote, and this whether he has pre-
. yiously voted or not.
Meetings may be held away from tn
: dOmicile of the corporation, or, If desired
out of the state, provided the writte
consent to do so is obtained from all mem
bers or from all stockholders.
, ARTICLE vII-The officers of this col
poratiOn shall consist of a president,
vice president, and secretary, and
treasurer, provided the office of secretar
and treasurer may be held by one and tn
} same party.
The office of president of the corpora
; tion will be held and exercised by Edwar
@. Swartz until the annual election of OF
. ficers on the second Tuesday or June
1922.
If any vacancy should occur in tn
board of directors of this corporation
/ the stockholders shall name or elect
successor until the next general election
e have the power and authority, withou
d the authorization of the board of direC
tors, to purchase stock, bonds and othe
: property, real personal or mixed, for sal
| corporation; to sell, mortgage, pledge, ny
| pothecate or otherwise dispose of same
4 to issue and execute all notes, drafts an
: checks, and sign all contracts, and to vol
all stock held by this comany in other col
| pOrations at all stockholders meetings.
n The authority here conferred upon II
o president, may, with the consent OF IL
president and the authority of the boar
of directors, be vested in any other o
y ficer or director Of said corporation ft
: such time and under such circumstances 9
y concurred in by said president.
= The presidents concurrence may
o | shown either by his participating In Il
!. board meeting or by his written consen
h but no other person shall perform sue
: function without being authorized as pre-
, vided for in this paragraph.
: The election Of directors shall be b
e ballot or viva voce, as the stockholdel
e may agree upon, but in all events eac
v stockholder shall be entitled to one yot
d either in person or by written proxy. Il
II each share of the capital stock held 3
s him.
Il The names and postoffice addresses
q the subscribers to these articles Of 1nco
poration, and the number of shares sui
10 scribed for by each, are as follows: IL
: ward G. Swartz, New Orleans, Louisian
4 374S shares, 1914 10000; Charles W. Zie
,. Ter. Jr., New Orleans, Louisiana, shar
70 $4,000; Albert j. Derbes, New Orlean
- ARTICLE VIII-The charter of tn
{, oorporation may he modified or altere