The herald., 1922-01-19
CHARTER OF ". ID. CLEARN CO.. INC.

the month of December, 1921, Before me
Scott f.. Beer, notary public III and iOl
the Parish of Orleans, State of Louisiana
therein residing, duly sworn, commits
stoned and qualified and i'll the presence
of the witnesses hereinafter named an1
undersigned, personally came ana ap
prarrd the several persons whose names
are hereto subscribed who Severally de
cIared that aYaiIing themselves OF tn,
laws OF this State relative To the fOrma
ton of corporations, they hereby conStl
tute themselves, their associates, success
>urS ana assigns, Il corporation Tor tht
oh jectS and purposes and under the con
ditiUnS and Stipulatiuns of the following
articles which they hereby adopt as theli
charter, tO-wit:
ARTICLE THE name and title of this
corporation shall be W. ID. Cleary Co..
Inc. and its period of duration shall be
ninety nine years from aud after TIT
| signing Of this charter.
| Said corporation shall have for the pur-
| poses of the business to be- carried on by
| il all the powers conferred ny law upon
corporations, and shall generally eNer-
else all the powers necessary TO carry on
said business said corporation shall have
full power to contract, sue and be sued
i'll its corporate name, to make ana uSt
II corporate seal, and the same To break
| and alter at pleasure; To hold, receive
purchase, rent or otherwise acquire, and
| to convey, mortgage, hypOthccate, 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, direc-
| 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 manag cement and control of the cor
poratiOn as the directors may deem fit
and proper.
| ARTICLE 1.-The domicIle of the cor
pOration shall be in the City of New Or
| leans La. All citation and other legal
| process shall be served Oh the President,
| and in case of his absence or disability,
upon the Vice-President or Secretary
| Treasurer.
| ARTICLE III-The objects and pur-
| poses for which this corporation is organ
| lied and the nature of the business to
| be carried on by ii are hereby declared
to be: To carry on i'll the City Of New
| Orleans, State of Louisiana, and else
where, the business of wholesale dealers
and jObbers i'll jewellers 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 Of
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 IN-The capital of the said
corporation is hereby fixed at the sum
of Ten Thousand Dollars (Sl0,OO0.OO), con
sisting of One Hundred shares of stock
of the par value of One Hundred Dollars
(Sl0O00) each; one-half of the said CAPT
tai stock shall be subscribed for at the
signing of these articles of incorporation,
and one-h half of the stock 50 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 il may determine, at not
less than par for cash or property
ceived by the corporation at such value
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
price equal to the book value of as shown
by the last preceding inventory.
The capital stocA or this corporation
may be increased to $lO0OO0.OO.
ARTICLE V-All the powers of this
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 in
| the City of New Orleans, La, on the Goth
| day of January each and every year
each of the directors shall own at least
one share of stock standing in his name
| on the books of this corporation. This
| corporation shall not engage in business
| until January 20, 1922, and the first All
| nual meeting shall be on January 20 1923 /;
until the said meeting on January, 20,
| 1873, the officers and the board named ia
| this charter shall remain in Office ana
| shall continue thereafter in Office untiI
| their successors are elected and qualified /;
| at each annual meeting or cne sharehold-
ers, the said shareholders shall elect from
their number, a board competed of three.
| and all vacancies in the board may be
filled until the next annual meeting by
! the remaining directors; any director may
| be represented at any meeting by any
| stakeholder by written proxy. As soon
as practical after the said annual meeting
and election of the said board of direc-
| tors, the said Board of Directors, shall
| elect from its own number a President.
a Nice-President ana a Secretary Treas
urer; the failure to hold the annual meet
ing and to elect directors as aforesaid
shall not affect this corporation nor i'm
pair its management but the officers and
| directors then in Office shall continue in
office until the successors are elected and
qualified.
The first Board of Directors and Off
GERS of this corporation and their post
| office addresses, are as follows: W. ID.
Cleary, New Orleans, Louisiana, Presi-
| dent; Robert HinOte Florala, Alabama.
Vice-President; J. +. Bell, Florala, Ala
bama, Secretary Treasurer.
| The Board Of Directors may at any
time alter, amend and repeal the bylaws
| Of the corporation.
| ARTICLE VI-This act of incorpora-
| ton may be modified, changed or altered
or the said corporation may be dissolved
In accordance with the laws of this State.
Notice of the meeting of any meeting
Of the stockholders for any purpose may
be waived by unanimous consent
In case of the dissolution of this cor
poratiOn, its affairs shall be liqidated by
one or more commissioners elected by
| majority of the stockholders represented
or present at a meeting called for that
| purpose, and said commissioners shall
| have such powers and duties as the stock
holders may determine.
| ARTICLE Vino stakeholder shall
ever be held liable for the faults or con-
tracts Of this corporation in any further
| sum than the unpaid balance due to this
| corporation on the shares subscribed by
said stakeholder, nor shall any mere in
| formality have the effect of rendering
this charter null or of exposing any
stakeholder to any liability beyond the
| unpaid balance due on his stock
| ARTICLE NIII-The subscribers hereto
have respectively written opposite their