The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-06
CHARTER OF KOHLMANN BROS A.
SIGARMAN INC

CHARTER OF KOHLMANN BROS 4
SCGARMAN, INC.
he II known, that on this Goth day of
the month Of May, 1922, before me. Scott
+. Beer, notary public in and for the
| Parish of Orleans. State of Louisiana
therein residing. duly sworn, commits
miSsloned and qualified. and in the pres
ence OF the witnesses hereinafter named
and Undersigned, personally came and ap-
peared, the several persons whose names
are hereuntO subscribed. who severally
declared that. availing themselves of the
laws Of the State of Louisiana relative to
the organization of corporations, they
have consented and agreed and do, by
these presents, contract, agree and bind
themselves, as well as all other persons
who may hereafter become associated
with them, to form and constitute a cor
poratiOn and body polite in law for the
objects and purposes and under the agree
ments and stipulatiOns hereinafter set
out and expressed.
ARTICLE 1.-The name and style Of this
corporation shall be "Kohlmann Bros. &
Sugarman, 1nc.". and its domicie shah
he the city Of New Orleans, State of Louis
lana. Under its corporate name the said
corporation shall have power and author
lty to exist and enjoy succession for the
full term Of ninety-nine years from and
after the date hereof: to contract, sue and
be sued To make and use a corporate seal
and the same TO break or alter at pleas
ure; to purchase, own, hold, lease re-
ceive, sell and mortgage or pledge. under
its corporate name, property, real, per-
sOnal and mixed. corporal and incorpo-
real, including stocks. bonds and securi-
ties of other corporations: to elect and
appoint such directors, officers and agents
as the interest and convenience of the said
corporation may require; to make and
establish by laws, rules and regulations
for the management of the corporation as
may be necessary and proper and the
same to change or alter at pleasure; to
do and perform all acts and things re-
quisite and necessary to carry out the OBJ
jectS and purposes of this corporation.
ARTICLE II-All citations or other le-
gal process shall be served upon the presi-
dent of this corporation and, in case of his
absence, upon the vice-president of this
corporation. and in case of the absence of
both president and ice-president, upon
! the secretary treasurer of this corpora
ton.
ARTICLE III--The objects and pur-
poses for which this corporation is or
ganiZed and the nature of the business to
| be carried on by it are hereby declared
to be to engage in trade and commerce in
all its forms; to import and export and to
deal and operate at wholesale and retail.
as principal. agent, on commission or
otherwise. in groceries, food and feed
stuffs, fruits, vegetables. can goods, pro-
duce and all other articles of commerce
commonly carried and dealt in in said
businesses, and generally to handle, trade
| in. purchase and sell all goods and wares
and merchandise of every nature or kind
| incidental to the said businesses aforesaid.
or in any wise connected Herewith. And
to acquire the good will and business of
other persons or corporations as the in
: terest and advantage of this corporation
/ may dictate, and specially the business
| formerly conducted in the name of Kohl
| mann Bros. & Sugarman, or any part
thereof that may be acquired by this cor
! poratiOn; to establish branches in and out
| of the State of Louisiana, or foreign
countries. And generally to do all things
| incidental to the business aforesaid or in
an lafa rod
Herewith.
ARTICLE ". The capital stock of rhis
| corporation is hereby fixed at one hun
| dred and twenty-five thousand (S125. OOO)
dollars to be divided into and represented
! by twelve hundred fifty shares of the par
value of one hundred dollars C$1OO.O0)
per share, which shall be paid for in
| cash, or which may be issued for pro-
perty actually received by the corpora
| ton at it's fair value
The capital stock of the corporation
may be increased to two hundred and
| fifty thousand dollars $3.50, 0OO).
| No transfer of stock shall be binding
| on this corporation unless made and re-
corded on the books thereof.
All stock Of the corporation Is issued
and shall always be held hereafter under
| the irrevOcable contract, condition and
| agreement
ID That before any sale. gift or trans
fer is made thereof, it shall be first of
| fered to the other stockholders of record
| on the books of the corporation at the
| price of one hundred dollars per share
| plus the pro rata share Of said stock in
the surplus account and in the undivided
profit account of the corporation as
shown by the last audit preceding such
offer. The surplus and undivided profits
| may be kept In one or separate accounts (;
| the pro rata of each share shall be esti-
mated by dividing the total number of
shares issued and outstanding into the
| balance to the credit Of said account or
accounts. The sum thus ascertained plus
the sum of one hundred dollars: aforesaid,
shall be the total value and price of each
share. and no other evidence shall be con-
| sidered in fixing the same. The said
amount shall be paid In cash within thirty
| days after written notification of the ac-
ceptance of such offer. Stock shall be
| taken and the books Of the corporation
shall be audited as of January list and
July LIST of each year and as soon as pos
sible after the expiration of said date
(2) In case of the death of a stock
holder. the remaining stockholders shall
| have the right to purchase the stock held
or owned by him at his death, for the
in the preceding paragraph of this ar
| ticle. but said right shall lapse at the ex-
piratiOn Of go days from the date OF such
| death.
provisions shall be allotted to the stock.
holders in proportion to their several
holdings and. on failure Of any stock
holder to take and pay for his portion,
|
| stockholders in the same proportion.
! should the capital stock of this corpora.
| ton be increased. the right is accorded
| to stockholders of record to subscribe TO
| the same at par, in proportion to their
several holdings, payable as may be pre-
scribed in the resolution increasing such
stock which right shall be exercised with
| in ten days after written notice, to be
| given by the secretary, mailed to the
/ last registered address upon the books OF
| the corporation.
| ANY stakeholder shall have the right to
subscribe to more than his proportionate
share, subject to the distribution thereof
| after the exercise Of the rights of the
other stockholders as prescribed in the
preceding paragraph. And such stock
| holder shall pay for said stock within nye
| DAYS after written demand from the Sec
| rotary of the corporation.
ANY stock not taken by the stockholders
under the previous provision. shall be sold
| from time to time as ordered by the board
| of directors.
The board Of directors is hereby con.
! stituted the agent and attorney in fact OF
the stockholders for the purpose or recelV-
| ing offers and to otherwise carry out the
provisions Of this article A brief refer
| ence to this article shall be written or
printed on every certificate Of stock
| ARTICLE V. All the corporate powers
'NDTCC An up-.o-