The herald., 1922-06-22

CHARTER OF KOHLMANN BROS &
! SUGARMAN, INC.
lie 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
mlS>loned and qualified and in the pres
ence OF the witnesses hereinafter named
| ana Undersigned, personally came and ap-
! peared, the several persons whose names
! are hereunto subscribed. who severaly
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
poratiOn and body polite in law for the
| objects and purposes and under the agree
ments and stipulations hereinafter set
out and expressed.
/ ARTICLE THE name and style of this
| corporation shall be "KOhlmann Bros. &
| Sugarman, Inc. and its dOmicile shah
be the city Of New Orleans, State of Louis
! lana. Under Its corporate name the said
corporation shall have power and author
| ity 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
| v,
| 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 yice-president, upon
/ the Secretary-tre of this corpora
a., 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 il 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
stufs, 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
any way related thereto or connected
| Herewith.
ARTICLE ". The capital stock of rhis
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 (S1O0O0)
per share, which shall be paid for in
cash, or which may be issued for pro-
perty actually received by the corpora
ton at its fair value.
The capital stock Of the corporation
may be increased to two hundred and
fifty thousand dollars (S25O.OOO).
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 -
% 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-
sdered 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.
(e) In case of the death of stock
holder. the remaining stockholders shall
or owned by him at his death, for tht
price and upon the same terms accorded
in the preceding paragraph Of this ar
ticle, but said right shall lapse at the ex'
piration of 60 days from the date of such
death.
Stock purchased under the foregoing
provisions shall be allotted to the stock
holders in proportion to their severa
holdings and. on failure of any stock
holder to take and pay for his portion
that share may be taken by the Othel
stockholders in the same proportion.
Should the capital stock of this corpora
ton he increased. the right is accorded
to stockholders of record to subscribe tC
the same. at par. in proportion to their
several holdings, payable as may be pre-
scribed i'm the resolution increasing such
stock, which right shall he exercised with
in ten days after written notice, TO bt
given by the secretary, mailed to the
last registered address upon the books OF
the corporation.
/. Any stakeholder shall have the right tc
subscribe to more than his proportionatt
share, subject to the distribution thereof
after the exercise Of the rights of the
other stockholders as prescribed in tbs
preceding paragraph. And such stock
holder shall pay for said stock within hve
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 10 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 of receiv-
ing offers and to otherwise carry out the
provisions of this article. A brief refer
ence to this article shall be written oil
printed on every certificate of stock.
ARTICLE V. All the corporate powers
A. ,,,