The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-13

CHARTER OF KOHLMANN BROS. &
SUGARMAN. INC.
BE Ii known, that on this Doth 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
miSSiOned and qualified. and in the pres
! ence Of the witnesses hereinafter named
and undersigned, personally came and APP
| peared, the several persons whose names
| are hereuntO subscribed, who severaly
declared that, ayailing 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, rs well as all other persons
who may hereafter become associated
with them. to form and constitute a cor
| p0ration and body polite in law for the
/ objects and purposes and under the agree
| mentS ana stipulatiOns hereinafter set
| out and expressed
/ ARTICLE THE name and style of this
| corporation shall be "Kohlmann Bros. &
| Sugarman. 1nc.". and its dOmicile shall
| lie 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 10 make and use a corporate seal
| and the same TO break or alter ut pleas
! UTe: to purchase. own. hold. lease. re-
| 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
! Tor 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 Hal citations or other le
| gal process Shall be served upon the presi-
. dent of this corporation and, in case of his
absence. upon the yice-preSident of this
corporation. and in case of the absence of
both president and vice president. upon
! the secretary treasurer of this corpora
ton.
] ARTICLE Iu-The objects and pur-
poses for which this corporation is or
ganiZed and the nature of the business to
| he 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
stuffS, fruits. vegetables. can goods, pro-
/ duce and all other articles of commerce
| commonly carried and dealt in in said
I 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. Il 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
Ian ra1.. a
ARTICLE " The capital stock of rhis
| corporation is hereby fixed ut one hun
dred and twenty-five thousand (S125.OO0l
dollars to be divided into and represented
by twelve hundred fifty shares of the par
value of one hundred dollars (S1O000)
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
| fiftv thousand dollars $3.50 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 irreyOcable contract, condition and
| agreement
O That before any sale. gift or trans
fer is made thereof. IL 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 he 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
. of hui rod hnll of
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.
(2l 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
price and upon the same terms accorded
in the preceding paragraph OF this ar
ticle but said right shall lapse Mt the eN-
piration of 90 days from the date of such
death.
Stock purchased under the foregoing
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,
| that share may be taken by the other
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 i've
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 Of receiv-
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
II ARTICLE V. All the corporate powers