The herald., 1922-05-18
CHARTER.

dependence of the Emitted States Of
| America. the one hundred and forty
| sixth. before me. ASAHEL WALKER
missioned and qualified in and for the
| Parish of Orleans, State of Louisiana,
and in the presence of the witnesses
| hereinafter named and undersigned. per
! sOnally came and appeared the several
| persons whose names are hereuntO sub
| scribed who severally declared that.
availing themselves of the provisions Of
| the general laws of the State of Louis
| for in cash when subscribed for or Il
may be issued at not less than par in
| payment for property actually :eccived.
| ARTICLE VI-This corporation shall
| begin business and be a going concern as
| soon as five thousand dollars Of stock
| shall have been subscribed for. Said CAPT
tai stock may be increased up TO the sum
! Of ten thousand dollars in any manner
provided for by laws OF this state and
whenever an increase of said capital stock
| shall have been authorized, fifteen days
| written notice shall be given 10 each
| stakeholder within which time the present
| stockholders in the corporation shall have
! the right to subscribe to said increase of
| stock in proportion to the number of
shares of stock held by them, and which
shares shall be paid for at such time and
| in such manner as the board of directors
| may direct. After the expiration of the
| said subscription and payment, the board
| of directors may dispose of the shares not
| taken for the benefit OF the corporation
| in such manner as they may think proper
| at not less than par.
| ARTICLE VII-All transfers of stock
| shall be made on the books of the corpora
| ton by surrendering the certificate there
of to the presiding officer. who shall write
| the word cancelled" prominently across
/ the face thereof. and erase the presidents
signature therefrom before issuing a new
/ certificate.
ARTICLE VIII-At all elections by. or
, meetings of. the stockholders, each share
| shall be entitled to one vote, to be cast
either by the person in whose name the
stock appears on the books of this cor
pOratiOn at the time of voting, or by an
| attorney holding said stockholders writ
| ten proxy.
| ARTICLE IX-The business and cor
| porate affairs of this corporation shall be
| transacted by a board of directors of not
less than three directors, nor more than
| five directors, 70 be composed of stock
| holders thereof. and they, and each of
them. shall be elected at a meeting to be
| held for that purpose. Any vacancies In
the board of directors so elected shall BE-
| filled by the said board of directors.
Sol Miller. Sol H. Levi and f. o.
Schwarz all residents of the City Of New
Orleans, Louisiana, shall constitute the
first board Of directors, and shall hold
office until the first Monday in January,
1923, or until their successors are elected
and qualified. and each subsequent board
shall have their seats Immediately follow
ing the election, or as soon thereafter as
| practicable, and shall hold their office
until their successors shall nave been
elected and qualified. The directors here
| inaboye named shall elect their own Off
GERS. The stockholders may ut any time
appoint the two additional directors pro-
vided for in this charter to serve con-
currently with the other directors herein
named. On January list, 1923 and an
| nal u "a
by the stockholders shall be held at the
office of the corporation, after fifteen
| days notice thereof shall have been given
by notice mailed to each stakeholder al
his last known address. Every board OF
directors shall, at its first meeting after
its election, or as soon thereafter as prac-
ticable. elect from their own number 0
president, and a treasurer. The board OF
directors shall also elect a secretary who
may, or may not, be a member Of the
board The office of the secretary and
treasurer may be filled by one and the
same person, at the discretion of the
board. failure to elect directors on the
date above specified shall not dissolve the
corporation. but the then existing board
of directors shall continue in office until
their successors are elected. Fifteen days
prior notice shall be given In the manner
hereinabove provided, which notice, shall
be full and complete notice to all stock
holders of such meeting. Any director
shall have the right to be represented nj
any meeting or the DOarO OF OlrecloTs vi
this corporation by an attorney holdine
the directors written proxy. The ma
jority of the members Of said board or d.
rectors shall constitute quorum for the
transaction and management of all bust
ness Of said corporation. They may make
such, bylaws, rules and regulations as
they think proper for the transaction OF
the business and affairs Of said corpora
ton.
ARTICLE X-This act of incorporation
h. Cd
said corporation may be dissolved with
the assent of three-fourths of the amount
of stock present or represented at an!
general meeting Of the stockholders OF
said corporation. convened for that pur
pose. after previous notice given in thu
manner hereinabove set forth in Article
TX. But any and all meetings of stock
holders, whether for the purpose of nqui
dation or for any purpose may be held al
any time without notice by unanimous
consent Of all stockholders filed in writing
by the secretary.
J ARTICLE XI-No stakeholder shall
ever be liable for the contracts or faults
of this corporation in any further sun
than the unpaid balance due the compan,
/ on the shares owned by or subscribed 10
by him; nor shall any informality in tn
organization have the effect Of renderini
this charter null or Of exposing tn
stockholders to any liability.
ARTICLE XII-whenever this corpora
ton is dissolved, either by limitation o.
| from any other cause, its affairs shall b.
liauidated under the SUPPLEMENTARY o
three stockholders. to be chosen for tina
purpose by three-fourths In amount or tn
stockholders present or represented at
general, meeting Of the stockholders a
which the election Is held. Said commits
sioners shall remain in office until tn
affairs Of said corporation shall have beel
fully liquidated.. In case Of the death o
one Of the commissioners, or refusal o
inability to act, the remaining commits
sioners shall continue to act and shall
elect another stakeholder In the place ant
} stead Of the commissioner who has ceased
to act
This said charter shall serve as tn
: original subscription list, the subscriber
hereto having SET opposite their RESPECTIVE
names the number Of shares Of stock 10
: which they have subscribed.
Thus done and passed in my office II
the City Of New Orleans, aforesaid on tn
day month and year first above written
; in the presence Of l.. Lincoln and Loui
: Goldman, competent witnesses, residing II
this Parish who hereunto sign their name
with the said appearers and me, notary
after due reading Of the whole.
, (ORIGINAL SIGNED:
, Sol Miller, % shares; Sol III. Levi, 2
J shares: z. o. Schwarz, shares.
, Witnesses: L. Lincoln, Louis Gold
man. .
(SeaD: JOHN c. O'CONNOR,
' Notary Public
l. the undersigned Recorder Of Mort
5 cages, in and for the Parish Of Orleans
: State Of Louisiana, do hereby certify tina
I the above and foregoing Act Of 1ncorpora
= ton of the Dryades Pharmacy, Inc, wa