The herald., 1922-02-16
CHARTER.
CHARTER OF
uRouN ICE CREAM CO., INC.

dred and twenty two, and of the lnde-
pendence Of the United States OF America
the one hundred and forty-hrtn' S Setore
Public. duly commissioned and quallned
i'm and for this city and the Parish OF
Orleans, therein residing, ana In the pres
ence Of the hereinafter named and unuer,
signed witnesses, personally came and
appeared the following persons whose
names are hereuntO subscribed, together
with the amounts of their respective SUD
scriptions to the capital stock or the cor
poration TO be formed, who seyeralIy de-
Ere that. awaiting themselves of the
provisions of the general laws OF the
State Of Louisiana relative to the organl-
zation of corporations, they nave cove
nanted and agreed, and do by these
presents covenant and agree, and bind
and obligate themselves, as well as such
other persons as may hereafter become
associated with them or their successors,
10 form and constitute themselves into
corporation and body polite in law, and
for the objects and purposes and under
the agreements and stpulations follow
ing. to-wit:
ARTICLE i. The name and title OF
this corporation shall be BROWN ICE
CREAM CO., INC, and by this name and
title this corporation shall have power
and authority to have and enjoy success
sion for the full term of ninety-n nine years
from the date hereof; to contract, sue ana
be sued; to borrow money; to make ana
issue its negotiable, promissory notes, or
other evidences of Indebtedness; TO create
debts; to make and use a corporate seal;
to purchase and receive, lease, hold, sell
and convey, as well as mortgage and by
pothecate property, real, personal and
mixed; to name and appoint such officers
and agents as the interest of said cor
poration may require; to make and estab-
lish such by laws and regulations for the
proper management and regulation OF Its
affairs as may be deemed necessary, and
the name to change, alter and amend at
pleasure.
poration shall be in the City of New
Orleans, Parish of Orleans, State Of Lou
isiana, and all citations and other legal
process shall be served upon the Presi.
dent of said corporation, or In case or
his absence, upon the Vice-President, or
In case of the absence of both of these
officers, upon the Secretary hereof.
ARTICLE Ill. The objects and pur-
poses for which this corporation is estab-
lished and the nature of the business to
be carried on by 1t are to manufacture.
sell and distribute in the City of Baton
Rouge and the surrounding territory, ice,
ice cream, ice cream products and other
CONNECTIONS, and to do all things neces-
sary and usually done in connection with
the manufacture and sale of ice cream
and ice cream products.
ARTICLE Nv. The capital stock of
this corporation shall be Ten Thousand
Dollars (S10,0O0.00), divided into one hun
bred (1O0) shares of the par vatue of One
Hundred Dollars (S1OOOOj each, and may
be increased to the sum Of Twenty Thou
sand Dollars ls20,0O0.0O), divided into
two hundred (20O) shares Of the par value
of One Hundred Dollars ($100.O0) each,
and this corporation is to be a going con-
Germ when one-balf of the capital stock
has been subscribed for. Each share OF
the stock shall be entitled to one vote,
either in person or by proxy, at all gem
eral elections or meetings of stockholders.
Should the capital stock Of this corpor-
alton ever be increased over the sum Of
Ten Thousand Dollars (Sl0,0O0OO), then
such additional shares of stock that may
be issued shall first be offered to the
holders Of stock at the time of issuance
at the book value OF said new stock in
the proportion in which the said stock
holders shall at the time of issuance hold
stock in this corporation.
ARTICLE V. No stakeholder shall ever
be held liable or responsible for the in
debtedness, faults or defaults of this cor
pOration, nor shall any mere infOrmnlity |
in the organization of the corporation |
have the effect Of rendering the charter |
null, or of exposing the stockholders to |
any liability beyond the unpaid balance, |
If any, on their subscriptions.
ARTICLE vi. This corporation shall |
have all powers granted to such corpor-
ations by law, and shall have, the power
TO contract, sue and be sued in its cor
loan, lease, purchase, sell and convey or
mortgage any and all Of its effects, or to
hypOthecate its property, and to do any
and all acts and things of any other kind.
sary to carry out the objects and pur-
poses OF said business as its interests and
may require.
ARTICLE VII. The business of this
shall be directed by and
vested in a Board of Directors of three
two of whom shall constitute a
quorum for the transaction of business,
and the said Board Of Directors as first
shall be composed Of Benja-
min G. Brown. John NJ. Seymore and Ben
jamin L. Brown. and they shall hold
office until the first Tuesday In January,
1923, and on that day and on the same
day thereafter each year elections shall
be held for directors at the principal |
office OF the corporation, and the election |
shall be held between the hours of ten |
and twelve a. m.
Benjamin C. Brown shall be the first |
President of this corporation, John NJ |
Seymore shall be the first President. |
and Benjamin T. Brown shall be the first |
Secretary Treasurer, and they shall hold |
office until the first Tuesday in January, |
1928
Failure to hold an election on the day |
specified shall not dissolve the corpora |
ton, but the directors shall hold their |
respective offices until an election shall |
be held after thirty days notice Of the |
stakeholder.
Directors may act either in person or
by proxy.
ARTICLE VIII. Whenever this cor. |
poration is dissolved, either by limitation |
or for any other cause, its affairs shall |
be liquidated by the Board Of Directors, |
who are hereby vested with full power |
to sell any or all assets of the corpor- |
alton. either separately or in a mass and to |
convey full and complete title thereto. and |
snail have full power to do and perform |
all acts necessary and proper to fully and |
completely hquidate the affairs and dis |
tribute the proceeds, II any, among the |
stockholders Of the said corporation to /
the amount Of stock held by each.
ARTICLE TX. Five Thousand Dollars |
N5O0000) of the capital stock of this |
corporation shall be paid for by the pur- |
chase from Benjamin c. Brown of prop 1
erty heretofore used by him in an ice |
cream business In the City of Baton
Rouge, all OF which property is more fully /
SHOWN by the itemized inventory annexed
hereto and made q part hereof
ARTICLE X. This act OF INCORPORATION
may be amended, altered or modified. or
this corporation dissolved, in the manner
provided by law.
Thus done and passed in my notariaI
ofnce In the City Of New Orleans. on the |
DAY, month and year first above written |
IN the presence Of Ruth NJ Seller and
GLADYS ID. Rider, competent witnessed
VINO hereunfo sign their Names together
VIII the parties hereto and me. Notary. L
after reading of the whole.
tOkIGINAL SIGNED:)
onn maxwell Seymore. 211 Church St
5rown, No. Z Rosa Park. New 0riaans
La. 1 share; BENJAMIN c. Brown. No
Rosa Park, New Orleans, La. so shares
witnesses: Ruth NJ Seilor CLAD. u |