The herald., 1922-03-02
CHARTER.
CHARTER OF THE DOLORES CIGAR
COMPANY, INCORPORATED.

tine IdTlSn OF orleans, state of LOuiSi-
ana. 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 declare that, avail
ing themselves of the laws of the State of
Louisiana. relative to the organization of
corporations. and particularly Act No 261
of the General Assembly of 1914, they have
coyenanted and agreed, and by these pres
ents do covenant and agree and bind
themselves. as well as all other persons
who may hereafter become associated with
them, 10 form corporation and body
polite in law, for the objects and pur-
poses, and under the stipulations herein
after set forth, which they hereby adopt
as the charter of this corporation
ARTICLE THE name and style of this
corporation shall be Dolores Cigar Com
pany. Incorporated" and its dOmicile is
hereby fixed at the City of New Orleans
Parish of Orleans, State of Louisiana
where. by said name. IL shall have and en-
JOY corporate existence and succession for
a period of ninety-n nine years (S9) from
this date, unless sooner dissolved by law
or in the manner hereinafter stipulated
ARTICLE II-Under said name and
style, said corporation shall have the
power Ia contract. to sue and be sued, to
make and use corporate seal. the same
To alter. change or amend at pleasure: to
adopt, make and enforce such bylaws
rules and regulations for its government
and operation, as il may choose. not con
I
the laws of the State of Louisiana. or this
charter; to employ, and fiN the cOmpenSa-
ton of, such officers, employees or agents
as the interests of the corporation may
require TO purchase, lease. hold, receive
hypothecate. convey, sell, pledge or mort
gage real estate and personal property /:
To borrow money and TO issue negotiable
bonds. bills or notes, or other evidences
of debt: and generally to do and perform
any and all other acts and things. neces-
Sary and proper, or incident to the sue
cessful operation and carrying out of the
business outlined in the objects and pur-
poses of this corporation, all according
10 law. and as may be deemed necessary
and proper by the board of directors.
ARTICLE III-The objects and purposes
of this corporation are hereby declared
TO be: To do general cigar and tobacco
business. To buy, sell. handle manu-
facture. etc. cigars, cigarettes. and to.
baccO in all its forms. along with all in.
cidentals and appurtenances necessary
TO and part of the tobacco business.
And generally to do and perform any and
all other acts and things necessary and
incident to the carrying of and operating
of general tobacco business in ali its
forms and with all its necessary incidents
and concomitants.
ARTICLE IV-An citations and other
legal process shall be served upon the
president of the corporation, or, in his
absence. upon the secretary treasurer, or.
in the absence of both these officers, upon
corporation, as herein fixed.
ARTICLE N-The capital stock of this
corporation is hereby fixed at the sum of
ten thousand dollars (S10.O00OO), to be
represented by one hundred 900 shares
of the par value of one hundred dollars
C$1OO.00) each; provided that the corpora
ton may become going concern, and be-
gin TO transact business, as soon one
half of its said capital stock has been
subscribed for No stock shall issue until
fully paid for In cash, in property, in
valuable services, or for other valuable
consideration; and all property transferred
to the corporation in payment of stock
issued by it shall be listed and appraised
as required by law.
ARTICLE VI-AI powers of the cor
poratiOn shall be vested in board of di-
rectors, composed of three stockholders
90, except that the officers of said cor
poration shall have and exercise the
powers granted to corporate officers by
Section 10 of Act No. 261 of 1914. \ ma
jority of the board Of directors shall con
stitute quorum for the transaction of all
business, and a majority vote of the
quorum present at any meeting shall be
valid and corporate acts.
Said directors shall be elected annual
ly on the first Monday of January of each
year, except when said date shall fall on
Sunday or other legal holiday. in which
event, said election shall be held on the
day following, or as soon thereafter as
practicable, and they shall hold office for
term of one year or until their success
sors shall be elected and qualified.
Each stakeholder Of record on the books
of said corporation shall be entitled to
cast at such meeting, either in person or
by proxy, one vote for each share of stock
held by him, and a majority of the votes
cast at such meeting shall elect, or decide
any question before ii. All meetings of
said stockholders or directors shall be
held at the domicile of the corporation,
except. with the written consent of all
the directors, valid meetings of the board
of directors may be held outside the state.
or in the state, elsewhere than at its
domicile.
Any vacancy occurring, for any cause.
in the bOaBd of directors, between the
dates of the annual meetings herein pro-
vided for. shall be filled by the remain
ing members of the board of directors.
Immediately after the election of the di-
rectors, they shall meet and elect from
their number president vice-president
and a secretary treasurer, provided that
any two or more of said Offices may be
consolidated and held by the same direc-
tor. The duties of the said officers shall
be such as usually pertain to the positions
to which they are elected. and as such
may be provided for in the bylaws, or
as may be designated by the board OF
directors at any regular or special meet
ing.
The first annual meeting of stockholders
shall be held on the first Monday in jan
uary, 1923, subject to the foregoing pro-
shall act as the board of directors: Nj.
Truman Woodward, Emile f. SuareZ, and
Frank II. Franklin. Until said date, or
until their successors are elected, the said
NJ. Truman Woodward shall be president,
the said Emile l.. SuareZ, vice president,
and the said Frank ID. Franklin, secre-
tary -treasurer.
ARTICLE vII-The capital stock Of this
corporation may be increased up to one
hundred thousand dollars ($1O0.OOO.OO),
and TO such amounts, from time to time,
as may be deemed necessary by the direc-
tors to carry on the business, provided
that any increase shall be made by a vote
of not less than two-thirds of all out
standing stock; and provided further that
notice of such meeting to increase the
capital stock or decrease the same, in ac-
cordance with law. shall be given as pro-
vided by law. This charter may be
amended, or altered, in any respect, by
complying with the laws of the state re-
lative TO the amendment of charters, In
force at such time such amendment is con-
templated.
ARTICLE vIII-This corporation may
be dissolved either by limitation or other
wise, and when dissolved, its affairs shall
be liquidated by two commissioners, elect
ed from the stockholders, which nquida-
tors shall. IL required by the holders OF
not less than twenty-five per cent (25%o
of the outstanding stock. furnish bond
not greater than the appraised value OF
the assets of the corporation. Said liqui-
dators shall remain in office until the af-
fairs Of the corporation shall be fully set,
tied and liquidated, with full power and
authority to do any and all acts or things
necessary or proper, or conferred by law,
IN wind nm tho affairs of the cOrDOra