The herald., 1922-09-07
CHARTER.
CHARTER OF G. SCHIRMER OF
LOUISIANA, INC.

hundred mad twenty-five, ana OF lne III
dependence of the United States of Amerl
ca the one hundred and fOrty-seventh, be
fore me- Frank William Hart. a nOtar!
public duly commissioned and quailhtd
in and for this city. parish and state
therein residing. and in the presence o
the witnesses that desiring to avail them
selves of the provisions of law of thi
state relative to the formation of corpor
atoms. and especially Act No. 26f OF 1914
and to acquire and enjoy the rights, PR
viIeges and powers of a body corporate
and politic in law. they do hereby form
themselves into such corporation an'
body polite under the name and styi
and for the purposes hereinafter speclh
cally set forth, namely:
ARTICLE THE name Of this corpo
ration shall be the G. Schirmer Of Louis
lana. Inc. and its duration shall be fO
a period OF ninety-nine years.
ARTICLE 1.-THE objects and purposes
for which this corporation is formed arr
hereby declared to be: Engraving, print
ing. publishing, producing. manufactur
ing purchasing and selling music and
musical instruments, and whatever apprr,
tainS thereto. and to perform any ana
singular those acts and things which may
be necessary. eNpedient or incidental u
the aforesaid purposes.
And to this end under its corporate
name said corporation shall have power
and authority to contract sue ana 10 b'
sued; to make, have and use corporate
seal: to hold. receive. have purchase. I'M
prove. transfer. convey. sell. borrow
pledge, mortgage, hypOthecate in its Snd
corporate name property. real PERSONA
and mixed: to designate and appoint Such
officers directors. agents or servants as
the interest or convenience OF the corpo-
ration NAV require: to make and establish
such bylaws rules and regulations Tor
the management and regulation of its ar.
fairs as may be deemed necessary ana
propcr TO amend and repeal the same ut
MI nd a In a
and things permitted by law. or as shall
or may be necessary and proper to carry
ont the objects and purposes of the said
corporation.
ARTICLE III-The domicile Of this cor
porati0n shall he in the CITY of New Or
leans. Parish Of Orleans, State of Louis
lana.
ARTICLE IV-The capital stock Of this
corporation is hereby declared to be nv"
thousand dollars SJOO0OOl which NAV 10"
increase to one hundred thousand dollars
$500 600 OO) i'm the manner provided by
law. Said stock is divided into nifty thl
shares Of the par value of one hundred
dollars (S1OOOO). each TO be paid for rs
prescribed by law. or sooner at the dis
erection of the board of directors. and the
said stock shall be paid for in cash. or
may be issued at not less than par in pay
ment or exchange for property Received
or purchased by said corporation in ac-
COrdance with law.
fortv-seven C40 shares of the capital
stock of this corporation shall be paid Tor
by the transfer to the corporation by sald
G. Schirmer. Inc. of all of the business
Of G. Schrmer. Inc, now conducted in the
CITY of New Orleans State of Louisiana.
together with all the assets of said buSl-
ness including merchandise. cash. inv"n-
tory, bills receivable furniture, hNtur'N:
and chooses in action of every KIND ana
nature belonging to said business, which
business and the assets belonging thereto
as hereinabOve described. are hereby ap-
praised by the hoard of directors herein
after named. at the sum of four thousand
seven hundred (S4 700 OO) dollars, and In
consideration of the transfer thereof to
this corporation. the board of directors
hereof hereby authorizes the issuance 10
said G.. Schermer, Inc. of fOrty-Seven 90
shares Of fully paid capital stock of this
corporation. of the par value of one nun
dred '(S10000 dollars per share.
Any stakeholder may sell or assign or
transfer his stock in the said corporation
provided thirty 900 days prior notice
thereof he given to the company. and the
board of directors of this company shall
have the first privilege Of purchasing for
and in the name of the company the said
stock: and i'm the event of the board OF
directors refusing or neglecting to "N"r-
else the option to purchase the said stock
the same NAV be sold after said thirty
900 days notice in the open market.
The business and affairs of this cOrpo.
ration shall he managed by and all of its
corporate powers shall be vested in and
exercised by a board Of three directors 10
he elected annually by the stockholders
from among their number. majority
of said board shall constitute a quorum
for the transaction of business.
The officers of this corporation shall he
president. a vicepreSident, secretary
and n treasurer The president, vice
president and treasurer shall be elected
by the board of directors from among
their number. The secretary shall also he
elected by the board Of directors. but
need not be member of the board OF az
rectors or a stakeholder. Any two of
said offices may be held by one and the
same person.
Until the first annual meeting herein
after provided for. or until their success
sors are duly elected and qualified, the
following persons shall constitute the
first board of directors and officers of
this cooperation: Ollie GitZ. No. 733 Canal
Street, Isabelle VI. Hensley. No. l33 Canal
Street. Henry KrOnlage, No. i33 Canal
Street. with Ollie Gtz. as president lSa-
belle VI. Hensley. as vice-president and
treasurer and Henry KrOnlage as secre-
tary.
This board Of directors shall continue in
office until the second Tuesday in the
month of June. 1923. on which date and
annually thereafter, their successors shall
he elected at a stockholders meeting con
vened for that purpose, or until their sue
ceSSOrs are elected.
Notice Of such election shall be given
by delivering personally or by depositing
In the post office properly addressed To
each stakeholder. copy of said notice
of election at least fifteen 40 days he
fore such meeting. provided, however,
that such notice shall not be required to
he given to any stakeholder who shall In
writing waive notice thereof.
The president shall preside at such an
nual meeting and any failure to elect di-
rectors on the day named for that purpose
shall not dissolve the corporation. but the
directors then in office shall continue un-
til their successors are elected. and at
every election and meeting of stock
holders. each stakeholder shall be entitled
to one vote for each share of stock regis
tered in his name either in person or by
written proxy.
ARTICLE V-The board of directors
shall have power to fill vacancies in their !
number caused by death, resignation or
otherwise.
The said board shall have full control |
of the property of the company and shall
conduct. manage and direct the business
Of the company consistent with the OBJ
jects of the company.
The said board may appoint such man
ayers. assistants, agents and EMPLOYEES
as II shall deem necessary for conducting
and managing the business details Of the
said corporation, and may from time TO
time delegate such special powers and au-
thOrity il may deem necessary or eX-
pedient and to fix their compensation and
terms OF service.
ARTICLE VI-This charter NAV he
changed. modified or amended. or the
corporation dissolved at general meet
ing OF stockholders convened for the pur-
pose. pursuant to law.