The herald. [volume] (New Orleans, La.) 1905-1953, 1922-05-04
CHARTER.
CHARTER OF
BAIERIEN, INC.

New Orleans. BE il known that on this
18th day of April in the year OF our
Lord one thousand nine hundred ana
twenty-five. and Of the Independence OF
the United States Of America. the one
hundred and fOrty-siNth, before me,
RUDOLPH J. WEINNANN, a Notary
Public. duly commits stoned and quallnvd
in and for the Parish of Orleans and
State of Louisiana. and in the presence
Of the witnesses hereinafter named and
undersigned, personally came and ap-
peared the several persons whose names
are hereuntO subscribed. who declared
that. ayailing themselves Of the provi-
siOns OF the Constitution and laws OF
the State Of Louisiana. relative 10 the
organization and formation OF corpora
tons they have cOyenantsd and agreed.
and do by these presents covenant and
agree and bind themselves. their success
s0rs and assigns, and such persons a.
may hereafter become associated with
them. TO form and constitute body
polite in law Rnd corporation for the
purposes and objects and under the Sup
uIations and condition.. hereinafter set
forth and expressed. which they hereby
adopt as their charter or articles Of i'll
corporation, tO-wit:
ARTICLE ]. The name and title Of
this corporation shall be BAJERLElN.
INC and under such name II shall have
and enjoy succession for ninety i*tl
wears from date OF this act. with full
purposes Of its business as hereinafter
defined: TO contract. sue and be sued
70 acquire. lease. use and hold ALLEVIATE
mortgage. pledge or otherwise cucumber
any property, movable or immOvable. IL
and out Of the State Of Louisiana; TO
issue its bonds or other evidence OF IN
debtedneSs and TO secure the same 10y
pledge. mortgage or otherwise; and 10
purchase or otherwise acquire the stocks
and bonds Of other corporations; 10
ola directors Officers
manager. agents or other employees as
the interest or convenience Of its husi-
ness may require; TO make amend or
repeal at pleasure such bylaws, rules
and regulations touching the manage
meut Of the affairs or business or the
exercise Of the powers of this corpor-
alton a may he necessary or convenient;
10 increase or diminish its capital stock
10 adopt a corporate seal and the same
TO make. break or alter - will; and
generally for the purposes and objects
Of its business TO exercise all the rights
and powers permitted by law 10 cor
porations.
ARTICLE II. The domicile of this
corporation shall be in the City OF New
Orleans. state Of Louisiana, and all eta
tions and other legal process shall be
served upon the President; and. in his
absence, upon the Secretary Of this cor
poration.
ARTICLE III. The objects and pur-
poses for which this corporation rs
organized and the nature Of the business
TO be carried on by 1t are hereby de-
clared TO be: That of carrying on gen
ersl advertising agency business; TO
carry on the book selling and publish
ing business in all its branches, both
as principal and agent; 10 operate print
ing and publishing plants, and TO fur
Their undertake and transact all kinds
Of agency business which an individual
may lawfully undertake, and generally TO
do and perform all such business as
may be necessary for or incidental 10
the objects and purposes herein men
toned. as fully as if set forth herein.
ARTICLE ". The capital stock Of
this corporation is hereby fixed at Ter
Thousand Dollars (s10.O00.O0). divided
into One Hundred Shares Of One Hun
dred Dollars $4,000 each, payable in
cash, or its equivalent, as may be deter
mined by the Board Of Directors.
The corporation is TO be a going con-
Germ as soon as Five Thousand Dollars
(S5OOoO0) Of its capital stock shall have
been subscribed for.
The amount TO which the capital stock
Of this corporation may be increased Is
hereby fixed at One Hundred Thousand
Dollars Csl00.O00Ool.
All transfers Of stock Of this cor
poration shall be entered on the stock
book. and no transfer shall in any
manner be binding on this corporation
until so registered in its stock book
No stakeholder shall have the right 10
sell his stock on the market without
having offered it, in writing, at Its book
value. to the directors of this corpor-
alton thirty days previous TO the con-
templated sale of the said stock. and
IL the directors of this corporation, when
said stock is offered to them at its book
value desire TO buy IL, the corporation
shall have the right to do so. the pur-
chase shall be made on behalf OF the
corporation and the stock shall then ana
there become treasury stock 10 be dis
posed Of as the Board Of Directors shall
determine.
A notice Of the obligation so to offer
the stock to the corporation shall be
printed across the face of each certificate
of stock.
ARTICLE V. All of the corporate
powers of this corporation shall be
vested in and exercised by Board OF
Directors, composed of three stock
holders. two Of whom shall constitute
a Quorum in the transaction Of business,
which said directors shall be elected at
a general meeting of the stockholders
of this corporation. TO be held on IRE
first Monday in December Of each year,
and notice of said election shall be
given by letter to be written ten days
previous 10 said election and sent 10
the last known address Of each OF the
stockholders, as shown by the books or
the company. The first meeting of the
stockholders under this charter for the
purpose of electing a Board Of Directors
shall occur on the first Monday of De
cember. 1922.
The said Board Of Directors. at its
first meeting after each annual election,
shall elect from its number a President
Treasurer and A Secretary. The Offices
Of President and Treasurer may be COM
bined in one person.
The following stockholders shall con-
stitute the first Board Of Directors OF
this company, tO-wit: George W. Bauer
lein Hotel Grunewald. New Orleans. La.
Henry Pickett, withers. Lake Forest.
Ill; John Dymond, Jr-, 1907 MaisOn
shall hold their office until the first
their successors shall have been elected
and qualified OF these the said George
W. Bauerlein shall be President and
Jr.. shall be Secretary. |
failure from any cause TO elect |
directors on the day stipulated shall not !
dissolve this corporation, but the officers 1
and directors then in office shall hold |
been duly elected and qualified. And in |
the event Of any failure to hold an cleo |
ton on the day stipulated, the President |
Eahall call a new meeting on ten days |
etice thereafter. or as near thereafter, |
as soon thereafter as practical
All vacancies occurring in the Board |
OF Directors shall be filed by the re- |
naming directors for the unexpired