The herald., 1922-04-06
CHARTER.

territories of the United States.
ARTICLE II. This corporation shall
De domlciled in the City of New Orleans
state or Louisiana, and all citations OF
other legal processes shall be served up
on the President of the corporation. OF
IN the event of his absence. upon the
Vice President
ARTICLE III. The objects and pur.
poses for which this corporation is ere
ateu ana the nature of business to be
carried on by it are hereby declared to
De as follows: To buy, sell, both whole
SAFE ana retail; to manufacture goods
wares and merchandise more particu-
larry men and women's wearing apparel.
ana TO engage in all such other lawful
business for which this corporation is
created.
ARTICLE ". The capital stock OF
this corporation is hereby fixed at thu
sum of Fifty-six Hundred Dollars a GOOl
OF which Five Thousand Dollars (s5 OOOl
shall be six per cent cumulative pre-
terred stock, and Six Hundred Dollars
(stOoOO) shall be common stock, all of
which stock shall be paid for in accord
ance with law, and the capital stock
shall consist of Fifty 500 shares of One
Hundred (SlO00O Dollars each of six
per cent preferred stock, and One Hun.
bred and Twenty shares of Five Dollars
No.OO) each of common stock.
Until two full six per cent dividends
nave been declared and paid on the pre-
ferred stock, the common stock shall not
participate in any net profits of the cor
porltlon. When two full six per cent
dividends have been declared and maid
on the preferred stock any amount re-
naming out of the net profits of this
corporation shall be distributed pro rata
among the holders of the common shares
In case of the liquidation, dissolution or
winding up of the corporation, whether
voluntary or Involuntary. the holders Of
the preferred shares shall be entitled to
prior participation in the net assets of
the corporation realized from such liuui-
dation. dissolution or winding up, up to
the par value of such preferred STOCK
and the remainder. if any there be, shall
be distributed pro-rata among the hold
ers or the common shares.
The common stock shall have no voting
power whatsoever.
The capital stock Of this corporation
may be increased to the sum of Two
Hundred and Fifty Thousand Dollars by
a two-third vote Of all the stockholders
present or represented at a special meet
ing called for that purpose at A regular
annual meeting Of the corporation.
ARTICLE vi. All certificates of stock
issued by this corporation shall be signed
by the President or Vice President and
by the Secretary. The
stock Of this corporation can be trans
ferred only on the books Of the corpora
ton and subject to such regulations and
formalities as may be by the Board of
directors from time to time prescribed
M stakeholder shall be permitted to
sell or otherwise dispose of his stock
without first offering same in writing to
the other stockholders through the Board
OF Directors at a price not exceeding the
book value thereof.
ARTICLE VII. All the powers of this
corporation shall be vested in a Board
or Directors to be composed Of nine (9)
stockholders, five (5) of which may con-
stitute quorum for the transaction Of
business of this corporation. The Board
Of Directors, except the first board, which
Is named In this charter. shall be elected
by its stockholders on the third
Monday in the month of January each
year.
The first Board of Directors and every
Board of Directors shall hold
office until their successors are elected
md qualified. The directors of this as
ISOLATION shall be elected annually by
he stockholders at a meeting held on the
third Monday in the month of January
)f each succeeding year thereafter; each
and every preferred stakeholder shall be
Notified of such meeting at least ten days
prior to such meeting in writing and
sent to his last known postoffice address. |
Each stakeholder shall at such meeting
IF the Board of Directors be entitled in
'erson or proxy to one vote for each
share Of stock owned by him. Elections
hall be held under such rules and regu-
ations as may be prescribed from time
q time by the Board of Directors. The !
directors, when elected. shall hold Office !
or one year until their successors
hall have been elected and qualified. and
my failure to hold the annual meeting
II stockholders or to elect annually the
directors shall not operate the forfeiture
charter
any vacancy in the Board of Directors
hall be filled by the Board of Directors
or the unexpired term.
Until the election on the third Monday
n January 1923, the following shall con- |
'titute the first Board os Directors: Al |
red Turnbull. Joseph A. Thoruton. Ger |
I'D y. Thomas. Waldo b. Frank. G.. p. |
Arceneaux. Ralph Sharp. W. J. Barker. |
Vincent Roberts, J. o. Walker, with AL |
red Turnbull as President. Jos. A. |
Thornton. first vice-president: Gerald |
Second Vice-President, Waldo Il. |
Frank. Secretary, and c. p. ArseneauS, |
Treasurer.
ARTICLE VIII. In case Of the disso-
ution. liquidation or termination of this |
harter by limitation or otherwise, the |
fairs of this corporation shall be liqui- |
lated by one or more liquidatOrs elected |
" the stockholders. and they shall be
ested with such authority as may by |
fairs Of this corporation or continue |
o act on behalf Of the corporation.
ARTICLE TX. No stakeholder of this
corporation shall be liable or responsible |
or any cost, contracts. debts or faults |
4 this corporation or any Of its affairs. /
or shall any mere informality in organi-
alton have the effect Of rendering this
harter null and void or of exposing a
tockholder to any liability beyond the |
npaid balance due on the stock held by |
i'm.
ARTICLE X. The subscribers hereto
ave written opposite their names the
lumber of shares subscribed to by each
Z them and their postofice address so
hat this charter may serve as the sub
cription list Of this corporation, all of
Which subscriptions are payable in the
hammer and form set out herein.
Thus done and passed at my Office, In
he City Of New Orleans, in the presence
Fred s. Deibel and John ID. Townend,
Competent witnesses, who have signed
hese presents together with the under
igned persons and me, notary, after
eading the whole.
(ORIGINAL SIGNED):
/, the undersigned Recorder Of Mort
ages, in and for the Parish Of Orleans.
tate Of Louisiana, do hereby certify that
he above and foregoing Act Of Incor
Grafton of The Paramount Mercantile
ompany, was this day duly recorded
my office in Book 1898 folio =.
New Orleans, 1922.
AUGUSTUS @. WILLIAMS,
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