The herald., 1922-12-21
CHARTER

|
other stockholders for the purpose Of surl
aotice. and said board Of directors shall
give immediate information thereof, IL
Mri.lhs' H 10 an the oxhsr stoeknpid DER 80 .
teen days from the receipt Of said notice
by the board Ct directors, any sharehoIde
Of record may offer to purchase, and ma!
acquire the risn: to purchase said stocl
by notifying the board of directors II
writing and thereafter shall deposit tb'
price of said stock in cash with the cor
pOration on or before fifteen days from
the date last mentioned.
Upon the recipe OF the first mention,
notice, the ooir.i If directors shall advi.
the person owning said stock, his agen
or representative: to join said board in NIX
| ing the value of said stock, which value
shall be established on the basis of thu
market value of the assets of the corpora
| ton, taking also into account the last an
| nual or semi annual statement or repor
! OF the corporation and the last MONTH,
trial balance preceding the date of sucl
notice, and TO the value thus found anC
established there shall be added ten pei
cent. and the sum thus found and estab
lshed shall constitute the value and pric,
| or said stock.
Ii within twenty -four hours after sucf
notice, the owner, his agent or representa-
| i've, does not join with the board in es
| tablishing the price or value of the stock
the board may proceed without further de
lay to NIX the said value, using the report
and trial balance aforesaid for that pur.
pose, which writings are declared to bt
| conclusive evidence for and against al
| parties in Interest in the premises, whether
me value is established by the joint act
| Of the owner, his agent, widow, heirs OF
representatives or by the board of direc-
| tors acting in default of the cooperation
or said person or persons.
Upon receipt of the offer or acceptance
| or any shareholders to purchase said stock
ana upon obtaining guarantee satisfactory
| 10 SAID board for the price thereof, the
board OF directors shall thereupon give
! MS agent or representative and before the
expiration OF the period of fifteen days
Aforesaid, shall call in the certincate or
certihcates representing such stock and
pay the price or value thereof minus the
indebtedness of said stakeholder to the
company, IL any, and cause same to be
transferred ON the books of the purchaser
The preference option and right to pur-
chase heretofore vested by paragraph nrst
In the other shareholders shall exist in full
force and effect in their favor to acquire
the shares of stock of a deceased share
nolder or one who shall retire from an ao-
tive participation in the business of the
corporation, and the fOrmalities and course
OF procedure, the terms, conditions, stipu.
iatlons and delays hereinabove established
IN said paragraph shall apply IN all re-
spects to the procedure to be followed in
case OF death or retirement. Immediately
upon receipt OF Information OF the deaf n
ot any shareholder. 1t shall be the duty
OF the board Of directors to cause the
necessary steps to dc taken TO carry out
and enforce these provisions.
The preference, option and right of pur-
chase hereinaboye established snail run il
faNOr OF each shareholder of record for his
write share in proportion TO his .Xlsting
hoiuings in the stock, but should any
shareholder fail IA exercise his right III
thls regard. his right shall pass TO and be
absorbed by the other shareholders, pro-
.lded that the owner, his widow, heirs or
legal representatives, the case may be-
shall not be obliged to deliver said stock
rel
snail include and cover the entirety Of
the offerings under paragraph frst or ali
Oh the offerings under paragraph second.
ARTICLE vino stakeholder shall
contracts, faults or debts OF said CORPORA
non, nor shall any mere informally IN its
organization have the effect OF rendering
snis ena y, nun. or OF exposing stock.
balance due on the shares owned by him.
AHflCLE NlII-This act Of incorpora-
tlon may be changed, modified, or altered
or TINS corporation may be dissolved, with
the assent of the stockholders owning
three nfths Of all the stock Of the corpo>
ration, at general meeting convened for
that purpose, and after at least ten DAYS
notice OF this meeting has been given. in
"ritlng, through mail, addressed TO each
stocknolder at his last known place of
esn,rai,en IN ease ,h OF dissolution. or the
.ne stockholders shall elect one or more
lquldators from among their number TO
nquiuate and settle the business and af-
Iairs OF the corporation. In case OF dis
aulnty OF any one Of said commi ssioners
OF Iiquidators. the survivors or remaining
ilquiuators shall appoint a successor to
power to settle said corporations debts. !
and divide the remaining money ana
property among the stockholders. They
under the bylaws of the corporation and
under regulations to be made by a ma.
Jority OF said hquidators; to FIX the price
anu anu fsscribe the terms Of sale Of said
property ana the manner In which the
sale shall be made, and to take notes, anu |
bonds, secured by mortgage or otherwise
lor any debt due the corporation, provided, |
however, that the rights herein conferred
upon the hQuidators may be modined
changed or denied by a majority of the
shares OF the capital stock OF the corpora !
ION, Inc said liquidators shall have au- |
lnority 10 sue for and recover the debts |
ana property In the name Of the corpora |
hon and may be sued by the same name |
ina they shall be liable in solido to any |
:reditor or stakeholder for the monies and |
property OF the corporation, which shall
;"me into their hands or possession as |
iiaidatcrs and for the proper application |
ahu distribution thereof
ARTICLE IX-The entire capital stock
= TINS corporation has been subscribed at |
; ne time OF the signing Of this charter, as |
,SShqws, viz: Leon Z. Weiss. 200 shares;
seiferth. 100 shares
ARTICLE X-Until the election to be
ieiu IN May 1913, the following shall con-
'ttute the nrst board Of directors. viz:
-eon Z; Weiss, president; +. Julius Drey-
GUS vice president; Soils Seiferth, secre-
Thus done and passed in my Office. on
ne gay. month and year first above writ
en-; In the presence Of Frank b Twomey
mo Joseph l.. Weiss, Competent wifi.
' es who have signed with the parties
soEiaiI MY si I5tsi b5seadins the whole.
Leon Z. Weiss, Soils Seiferth. r. Julius
)reyfOus. s1h"s
Witnesses: ]. Z Weiss, +. b. Twom.v
'SeaD FELIX DREYFOUS,
a true copy from the original act. ''''e
'0ea9 FELIX J DREYFOUS,
N.u o., Notary Public.
new orleans. La, December 18th. Ig22
The undersigned Recorder Of M,rr
ages, In and for the Parish Of Orlesn.
s .a,s OF Louisiana. do hereby certify thai
n ; a1osc ana foregoing act of incorpora-
ION ION 9f the Weiss 4 Dreyfous. Inc va.
ms Ga, Gay recorded In my Office. in BOOK
'Sished) -ROBT. SCOTT.
A trua oon Deputy Recorder.
FELIX J. DREYFOUS,
~. Notary Public
Zee. 21.2s Jar a., 20 Carondelet Street.
HARTER OF GIBBENs AND 00RnoN
49, INCORPORATED
onIted states of America State NJ
o,ulslana, Parish Of Orleans. CITY Of New
rleans. Be 1t known, that on this Sstn
ny OF the month NJ Novau,ho. |