The herald., 1922-09-14
CHARTER.
CHARTER OF G. sCHIRMER OF
LOUISIANA. INC.

the year OF our Lord one thousand, Mint
hundred mad twenty-five, and OF the In
dependence of the United States OF Ameri
ca, the one hundred and forty seventh. be-
fore me- Frank William Hart, a notar!
public. duly commissioned and qualified
in and for this city, parish and state
therein residing. and in the presence o
the witnesses, that desiring to avail them
selves of the provisions of law of thi
state relative to the formation of cOrpor
atoms, and especially Act No. 261 of 1914
and to acquire and enjoy the rights pr
vileges and powers of a body corporate
and polite in law, they do hereby form
themselves into such a corporation ant
body polite under the name and styl
and for the purposes hereinafter specin
caliy set forth, namely:
ARTICLE THE name Of this corpo
ration shall be the g. Schirmer of Louis
lana. Inc. and its duration shall be fo
a period of ninety nine years.
ARTICLE 1.-THE objects and purposes
for which this corporation is formed are
hereby declared to be: Engraving. print
ing, publishing, producing, manufactur
ing, purchasing and selling music anc
musical instruments, and whstever apper,
tains thereto. and to perform any ana
singular those acts and things which may
be necessary, expedient or incidental 70
the aforesaid purposes.
And to this end under its corporate
name said corporation shall have powe'
and authority to contract, sue and to be
sued; TO make, nave anu use tOTpOi a'c
seal; to hold. receive. have, purchase. I'M
prove, transfer. convey, sell, borrow,
pledge, mortgage, hypothecate in its SAID
corporate name property, real personal
and mixed; to designate and appoint such
officers, directors, agents or servants as
the interest or convenience OF the cOrpo-
ration may require; to make and establish
such bylaws, rules and regulations Tor
the management and regulation Of its af-
fairs as may be deemed necessary and
proper to amend and repeal the same at
pleasure, and to do all and other acts
and things permitted by law, or as shall
or may be necessary and proper to carry
out the objects and purposes of the said
corporation.
ARTICLE III-The domicile of this cor
poration shall be in the City of New Or
leans. Parish Of Orleans, State OF Louis
lana.
ARTICLE Iv-The capital stock of this
corporation Is hereby declared to be five
thousand dollars ($5000.O0) which may be
increased to one hundred thousand dollars
$4,000 OO) in the manner provided by
law. Said stock Is divided into fifty t5Ol
shares of the par value of one hundred
dollars (S100.OO), each to be paid for as
prescribed by law, or sooner at the dis
erection of the board of directors, and the
said stock shall be paid for in cash. or
may be issued at not less than par In pay
.ment or exchange for property received
or purchased by said corporation in ac-
cordance with law.
The subscription of G. Schirmer, Inc. TO
forty-seven (47) shares of the capital
stock of this corporation shall be paid for
by the transfer to the corporation by said
a.. Schirmer, Inc, Of all OF the business
Of @. Schirmer. Inc, now conducted IN the
CITY of New Orleans, State of Louisiana,
together with all the assets Of said bust
ness, including merchandise. cash, inven-
tory, bills receivable furniture, hxtures
and chooses in action Of every kind ana
nature belonging to said business. which
business and the assets belonging thereto
as hereinabove described, are hereby ap-
praised by the board OF directors herein.
after named. at the sum OF four thousand
seven hundred (S4.7O0OO) dollars, and In
consideration Of the transfer thereof to-
this corporation. the board of directors
hereof hereby authorizes the issuance 10
said G. Schermer. Inc. of forty-seven t4D
shares Of fully paid capital stock OF this
corporation, of the par value Of one hun
dred (S100.OO) dollars per share.
ANY stakeholder may sell or assign or
transfer his stock in the said corporation
provided thirty (30) days prior notice
board Of directors of this company shall
have the first privilege OF purchasing TOT
and in the name Of the company the said
stock: and in the event Of the board OF
else the option to purchase the said stock.
the same may be sold after said thirty |
(S0)' days notice In the open market.
The business and affairs OF this corpo.
ration shall be managed by and all OF It's
corporate powers shall he vested in and
exercised by a board of three directors TO
be elected annually by the stockholders
from among their number. majority
Of said board shall constitute quorum
for the transaction Of business.
The officers of this corporation shall be
a president, a vice-president. secretary
and a treasurer. The president, vice,
president and treasurer shall be elected
by the board of directors from among
their number: The secretary shall also De
elected by the board of directors, but
need not be a member Of the board OF al.
rectors or stakeholder. Any two OF
said Offices may be held by one and the
same person.
Until the first annual meeting herein
after provided for. or until their success
sors are duly elected and qualified. the
following persons shall constitute the
first board of directors and officers OF
this cooperation: Ollie Gitz. No. Us lana,
street, Isabelle NJ Hensley. No. 733 Canal
street, Henry Kronlage, No. I33 Canal
Street. with Ollie Gitz as president lisa,
belle NJ. Hensley, as vice-president ahu
treasurer. and Henry kronlage as secre-
tary.
This board Of directors shall continue In
Office until the second Tuesday In the
month Of June. 1923, on which date ana
annually thereafter, their successors shall
he elected at a stockholders meeting con-
vened for that purpose, or until their sue
cessors are elected.
Notice of such election shall be given
by delivering personally or by depositing
in the post Office properly addressed TO
each stakeholder. copy or said hotice
Of election at least fifteen 05) days be-
fore such meeting, provided. however,
that such notice shall not be required 70
be given to any stakeholder who shall In
writing waive notice thereof.
The president shall preside at such an
nual meeting and any failure to elect d. |
rectors on the day named for that purpose |
shall not dissolve the corporation. but the
directors then in office shall continue un-
til their successors are elected, and at
every election and meeting of stock
holders, each stakeholder shall be entitled
to one vote for each share Of stock regis
tered in his name either in person or by
written proxy.
ARTICLE v-The board Of directors
shall have power to fill vacancies In their
number caused by death, resignation or
otherwise.
The said board shall have full control
Of the property OF the company and shall
conduct, manage and direct the business
of the company consistent with the OBJ
jects Of the company.
The said board may appoint such man.
ayers, assistants, agents and employees
as IL shall deem necessary for conducting
and managing the business details of the
said corporation, and may from time to
time delegate such special powers and au-
thority as 10 may deem necessary OF ex-
pedient, and to fix their compensation and
terms of service.
ARTICLE VI-This charter may be
changed. modified amended the