The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-09
CHARTER OF WOLFF a LAZARD
co INC
Jan. 10 Feb. %


United States Of America, State of
Louisiana. Parish of Orleans, City OF
New Orleans. BE It known that on this
oath day Of December. 1921, in the year
Of our Lord. one thousand nine hundred
twenty-one. before me- GABRIEL FER
NANDEZ. JR., a Notary Public, duly
commissioned and qualified In and for
the Parish Of Orleans. State of Louis
lana, therein residing. and In the presence
of the witnesses hereinafter named and
undersigned, personally came and APP
peared the several persons whose names
are hereunto subscribed. who severally
declared that. avaling themselves of the
laws of the State of Louisiana relative
to the organization OF corporations and
especially Act 267 of the General Assem-
bly, for the State of Louisiana for the
year 1914. they do by these presents
for themselves and their successors and
assigns, form themselves into corpora
tiOn and body polite in law for the pur-
poses and objects and under the articles
and stipulations hereinafter set forth.
ARTICLE I. The name of this cor
pOration shall be WOLFF & LAZARD
CO, INC, under which corporate name
1t shall have corporate existence and
succession for the term of ninety nine
years, from and after the date hereof.
1t shall have power to sue and be sued
to contract, purchase, lease, mortgage
pledge, ALLEVIATE and cucumber real estate
and personal property, and generally to
exercise all power and authority con
nected with the purpose OF its organi-
cation or incidental thereto. and all the
power and authority conferred on cor
porations by the laws of this State
ARTICLE III. The purposes for which
this corporation is organized are to buy,
sell, manufacture and deal in all sorts
OF electrical supplies and automobile ac-
cessories automobiles and machinery OF
all kinds, both for its own account and
on commission. and generally to do all
things necessary and incident to the bus
mess OF the corporation, and IL shall have
authority to carry on all or parts of its
business in other states, territories and
possessions OF the United States, as well
as all foreign countries.
ARTICLE III. The domicile of this
corporation shall be in the City of New
Orleans. Louisiana. Citation Of all legal
process and other legal notices shall be
served upon the President Of the corpor-
alton, and In his absence on the Vice
ARTICLE ". The capital stock of
| this corporation Is hereby fixed at the
sum Of s25, 100000, divided into 2JO shares
OF $4,000 each, but the corporation shall
be going concern as soon as not less
than One-half thereof has been sub
scribed. This may be increased to
SlOO,OOo0O. All stock shall be paid for
Should Allan l.. Wolf or Jules C.
Lazard sell his stock and sever his con-
nection with the corporation. the charter
|
| Of the Withdrawing stakeholder.
| ARTICLE V. All the powers Of this
corporation shall be vested in a Board
Of Directors composed Of not less than
The said Board shall be elected annu-
ally, on the first Tuesday after the first
Monday in the month Of January Of each
year except the first Board, which Is
provided for in this charter.
At the annual election held for the
election Of directors each share shall be
entitled to one vote. which may be cast
in person or by written proxy.
The failure to hold such meetings shall
not terminate the corporation, but the
officers then in Office shall hold over
until their successors are elected and
qualified.
The first Board Of Directors shall con-
sit OF Allan l.. Wolf. 1922 Aline street.
New Orleans, La; Jules C. Lazard. 1927
Peters avenue, New Orleans, La; Charles
Levy, sos Magazine street, New Orleans.
La.
Each Board of Directors shall annually
elect from their midst a President, Vice.
| President Treasurer, and Secretary, and
1t may combine the office OF treasurer
with that Of the President, Vice, President
or>the Secretary, and 1t may elect Sec
rotary who need not be a director or
stockholder, but such Secretary cannot be
Treasurer.
ARTICLE vi. Not less than fifteen
regular stockholders meetings. and not
less than FIVE (5) days notice for special
meetings. The Board Of Directors shall
hold regular special meetings at such
time which the said Board may fix. All
notices Of meetings of all kinds shall
be by written notice through the post
office, addressed to the respective stock
rotary by each stakeholder. or the notice
may be delivered by messenger.
ARTICLE VII. This act of incorpor-
alton may be changed. modified or
| nj mr. this m IN
solved, with the assent Of two-thirds Of
the stock present or represented at a
meeting convened for that purpose. :.
, ARTICLE VIII. No stakeholder shall
ever be held liable or responsible for the
+. contracts and faults Of said corporation
J in any further sum than the unpaid bal
ance due on the shares OF the stock
owned by him; nor shall any mere in.
: formality In organization have the effect
Of rendering this charter nus or expos
; ing the stockholders to any liability
! beyond the amount Of his unpaid stock
alton is dissolved either by limitation O
time or by the determination of tn,
$ stockholders. its affairs shall be liquidat
l liquidators, to be appointed for that pur
4 pose at general meeting Of the stock
e holders convened after ten (10) days
Z notice.
: dalton of the corporation, the result shal
: be determined by the consent OF two
i thirds Of the stock present or repre-
i scented at such meeting. In case OF tn
e death or inability to act of one Of IN
IS liquidators, the survivor shall act aion,
" Thus done and passed In my office
n said City Of New Orleans, on the da,
'e month and year first hereinbefore wri
II ten, in the presence OF Justin v. VOL
n and NJ. A. Cakes. both Of lawful age an
r residents of this parish. competent wi
y nesses. who signed hereto with the sal
r appearers. and me. notary, after du
n reading of the whole.
J. Original signed:
In JULES G. LAZARD,
45 shares. New Orleans, L
A. CHARLES LEVY,
"A As shares, New Orleans, L
10 ALLAN L. WOLFF,
As shares, New Orleans, L
., Witnesses signed
o. JUSTIN v. WOLFF,
"A M. A. CAKES.
ne GABRIEL FERNANDEZ, JR,
= j. the undersigned Recorder Of Nor
% cages in and for the Parish Of Orlear
~ state OF Louisiana, do hereby certi
q. that the above and foregoing Act Of
corporation Of the WOLFE 4 LAZAR
80 CO., INC. was this day duly record
In my office In Book 1888, folio 493
New Orleans. Dec. o. 1921.
(Signed) ROBT. SCOTT,
-. A true copy Of the original
81 GABRIEL FERNANDEZ, JR,
- Jan. l2-Eeb. 10 Notary public