The herald. [volume] (New Orleans, La.) 1905-1953, 1922-06-29

june N-JulN Is
CHARTER OF KOHLMANN BROS a
SUGARMAN, INC.
lie II known, that on this Goth day of
the month of May, 1922, before me. Scott
T.. 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
ana Undersigned, personally came and an
peared, the several persons whose names
are hereuntO subscribed. who severally
declared that. awaiting 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 n cor
poratiOn 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. Inc" and its dOmicile shah
he the city of New Orleans, State of Louis
lana. Under its corporate name the said
corporation shall have power and author
ty to exist and enjoy succession for the
full term of ninety-n 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
n,
ceive. sell and mortgage or pledge, under
It's 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
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 vice-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 HI-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 OF
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
III, purchase ana sell all goods ana 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 bushes,
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
/ or
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
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 (S10000)
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 (S2JO0O0).
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
III mat before any sale. gilt 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 total Dnmhpr
shares issued and outstanding into the
balance to the credit of said account OF
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 bt
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.
l2) 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 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
pTONlsloHS sndll Dt " stOth,
holders in proportion to their seyera
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 be increased. the right is accorded
to stockholders of record to subscribe &c
the same. at par, in proportion to theil
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 bt
given by the secretary, mailed to th'
last registered address upon the books oil
the corporation.
ANY stakeholder shall have the right tC
subscribe to more than his proportional
share, subject to the distribution thereof
after the exercise of the rights of thu
other stockholders as prescribed in thu
preceding paragraph. And such stock
holder shall pay for said stock within nv.
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 oil
printed on every certificate Of stock.
ARTICLE V. All the corporate powers