The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-30

, (SeaD JNO. NJ. PARKER.
BY the Governor.
+. II. FLOWER,
Assistant Secretary of State.
Mich. 9-Apr. 13.
CHARTER OF BERNARD CO., INC.
Louisiana, Parish of Orleans. Be /
known that on this the 27th day o
! the month Of February, in the Year o
our Lord, one thousand nine hundred
pendence of the United States OF America
the one hundred and forty sixth, befor,
me, SCOTT L. BEER, Notary Public
In and for the Parish of Orleans Stat,
or Louisiana, duly commissioned and quail
lned, and in the presence of the witnesse.
hereinafter named and undersigned, per
sOnally came and appeared the severa
persons whose names are hereunto sub
scribed' who severally declared that
availing themselves of the laws of tbi,
state relative to the organization of cor.
porations, they have contracted and
agreed and do by these presents agre,
ana bind themselves, as well as such
other persons as may hereafter become
associated with them, to form and con
stltute corporation and body, corporate
In law, for the objects and purposes and
under the agreements and stipulations
hereinafter set forth and expressed.
ARTICLE l.. The name and title OF
CO, INC. and its domicile shall be the
city OF New Orleans, Parish of Orleans
State OF Louisiana. Under this corporate
name the said corporation shall have
power and authority to exist and enjoy
succession for the full term of ninety.
nine (99) years from the date of this act
to contract, sue. and be sued, and to MAKE
ana use a corporate seal. and the same
to break or alter at pleasure, which said
seal, II any, shall be designated by the
Board of Directors; to purchase, own.
hold, lease, receive, sell and mortgage OF
lodi nd
erty, both real. personal and mixed,
corporal and incorporeal. including
stocks, bonds and securities of other cor,
porations; to sell any portion of its
advances on real or personal security
to lease to and from and to consolidate
or merge with other companies to elect
and appoint such directors, officers and
said corporation may require; to make
and establish such bylaws, rules and
regulations for the proper management
of the affairs Of said corporation as may
to change or alter at pleasure; and, gen
orally, TO do and perform all acts and
things requisite and necessary to carry
out the objects and purposes of said cor
ARTICLE II. All citations or other
legal processes shall be served upon the
President of said corporation, and in case
or his absence, upon a Eice-President. and
! In case OF the absence of the President
and all Vice-Presidents, upon the Secre-
tary.
ARTICLE III. 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 hereby declared
and specified to be: To buy, sell, deal
in, lease, hold, develop or improve real
estate of all sorts; to construct aud main
tain offices, fats, houses, factories, ware
houses, shops, buildings, works and COLI
veniences of all kinds; to acquire, hold
and deal in personal property of every
character, including stocks, bonds, obi
cations and securities of other corpora
tons, as well as Of individuals and part
nerships; to exchange its entire capital
stock or any part thereof, for property
which it is authorized to acquire. or t.
exchange its entire assets and business.
or any part thereof. for property, stocks.
bonds or other obligations Of other COM
panies; and to do and transact all bust
ness properly connected with or incident
al or convenient to any Of the said objects
and purposes.
ARTICLE ". The capital stock Of
this corporation is hereby fixed at Thir-
ty-five Thousand Dollars s35,0O0.OO),
three hundred fifty (35O) shares Of the
par value Of One Hundred Dollars (s1OOOO)
each, which shall be paid for in cash.
The capital stock of this corpora
of One Million Dollars 81, 900, 0.OO). No
transfer Of stock shall be binding upon
the corporation unless made and record
ed upon its books. No stakeholder shall
have a right to transfer or convey any
of his or her stock in the corporation
unless and until he or she shall have
first made a written offer to the other
then stockholders of the corporation, and
to the corporation itself, to sell his or
her stock to them, at the same price as
that at which he or she may have re-
ceived a bona fde offer therefor. Such
written offer shall be addressed to the
poration ITSELF collectively, and shall be
delivered to the office of the corporation
not less than ten Q0) days prior to the
application for transfer Of the stock. The
corporation shall transmit this offer to
the respective then stockholders. and the
stock of the stakeholder desiring to sell
shall be distributed pro rata among such
Of the other stockholders as desire to
purchase. In the proportions in which the
holdings Of the stockholders DESTROYS Of
purchasing bear to each other; provided,
that the other stockholders desiring to
buy shall not be required to take all Of
the stock Of the stakeholder desiring to
sell, but shall have the option to take
bona fide offer may have been received
by the stakeholder desiring to sell. for
the whole amount offered; and IL the
total which the other stockholders desire
to purchase is less than the total offered
for SALE then. after each of the other
stockholders shall have taken and paid
for the amount Of stock which he or she |
desires to buy, the remainder untaken
shall be open for purchase by the cor
poration itself; and unless prohibited by
law. the corporation may itself use and |
apply its surplus earnings or accumu- |
lated profits to the purchase, from any
stakeholder desiring to sell, of any por- |
ton Of that stockholders stock which |
none of the other stockholders may de- |
sire to acquire. at the same price as said |
stock shall have been offered to the other |
stockholders; provided, that the corpor- |
alton shall not apply any Of its capital |
to the purchase Of such stock. The cor. |
poration shall have the right to refuse |
to transfer any stock SO long as the |
demanding the transfer is In |
any way indebted to the corporation. and /
the corporation shall have a lien, pledge /
and privilege on each share of stock to /
secure any Indebtedness due by the |
to the corporation. Should |
any of the stock offered for sale be not /
desired by any Of the other stockholders.
and should the corporation itself be I'M |
willing or unable to purchase any Of the
same ont Of its surplus earnings within
ten (10) days from the receipt at the
corporations office Of the written offer |
to sell, then, and only then. shall the
desiring to sell be entitled to
transfer such undesired portion of the
stock to such person or persons as he
may see fit. for not less than the nricc |