The herald., 1922-04-13
CHARTER OF BERNAE

| VI NAhD CO., INC.
United States of America. State of
| Louisiana, Parish of Orleans. BE it
known that on this the 9th day Of
the month of February, in the year of
our Lord, one thousand nine hundred
and twenty-five Q922), and of the indie
pendence of the United States OF America
the one hundred and forty sixth, before
me, SCOTT L. BEER, Notary Public
in and for the Parish of Orleans, State
of Louisiana, duly commissioned and quail
ihed, and in the presence of the witnesses
| hereinafter named and undersigned, per-
sonally came and appeared the several
persons whose names are hereuntO sub
| scribed, who severally declared that,
availing themselves of the laws of this
state relative to the organization of cor
| porations, they have cDntractsd and
agreed and do by these presents agree
and bind themselves, as well as such
other persons as may hereafter become
associated with them, to form and con-
stitute corporation and body, corporate
in law, for the objects and purposes ard
under the agreements and stipulations
hereinafter set forth and expressed.
ARTICLE /. The name and title OF
said company shall be the BERNARD
CO, INC, and its domicile shall be the
City Of New Orleans, Parish of Orleans,
state OF Louisiana. Under this corporate
power and authority to exist and enjoy
succession for the full term of ninety
nine 800 years from the date of this act
| " NOhIIuSt, que anu Dt Sutu, anu 10 makp
and use corporate seal. and the same
ITO 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
pledge under its corporate name, prop
erty, both real, personal and mixed,
corporal and incorporeal. including
stocks, bonds and securities of other cor
porations; to sell any portion of its
capital stock, or other resources; to make
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
agents as the interest and convenience of
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
be necessary and proper, and the same
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
poration.
ARTICLE II. All citations or other
| legal processes shall be served upon the
President of said corporation, and in case
Of his absence, upon a Vice-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 it, are hereby declared
in, lease, hold, develop or improve real
estate of all sorts; to construct aud main
tain offices, flats, houses, factories, ware
houses, shops, buildings. works and con-
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
tions, as well as of individuals and part
nerships; to exchange it's 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
J bonds or other obligations of other COM
panies; and to do and transact all busi-
ness properly connected with or incident
al or convenient to any Of the said objects
and purposes.
ARTICLE Nv. The capital stock OF
this corporation is hereby fixed at Thir-
ty-five Thousand Dollars ($350O0O0)
to be divided into and represented BY
, three hundred fifty (35O) shares Of the
each, which shall be paid for in cash
The capital stock of this corpora
, ton may be increased to the sun
of One Million Dollars (s1, 900, 100000. Nc
the corporation unless made and record
ed upon it's books. No stakeholder shall
|; have a right to transfer or convey any
Of his or her stock in the corporation
first made a. written offer to the Other
then stockholders Of the corporation. and
|, to the corporation itself, to sell his oil
her stock to them. at the same price az
, ceived a bona fide offer therefor. Such
written offer shall be addressed to the
other then stockholders, and to the cor
poration itself, collectively, and shall b.
; delivered to the office of the corporation
not less than ten Q0) days prior to thu
application for transfer Of the stock. Thu
corporation shall transmit this offer Il
the respective then stockholders and the
| | stock af tha st0ck holdpr desiring f0 sci
shall be distributed pro rata among suci
of the other stockholders as desire L
: purchase, in the proportions in which thu
holdings Of the stockholders DESTROYS o.
, purchasing bear to each other; provided
that the other stockholders desiring t.
| buy shall not be required to take all o.
, the stock of the stakeholder desiring Il
sell, but shall have the option to taxi
, any part of IL, at the price at which {
bona ide offer may have been received
: by the stakeholder desiring to sell. fo
, the whole amount offered; and II thu
: total which the other stockholders desir,
for sale. then, after each Of the othei
, stockholders shall have taken and pait
: for the amount Of stock which he or sh
, , desires to buy. the remainder untakeI
: shall be open for purchase by the cor
poration itself; and unless prohibited b!
/, law, the corporation may itself use an'
apply its surplus earnings or accumu
|. lated profits to the purchase, from an!
=
J. ton of that stockholders stock which
I none of the other stockholders may de
r sire to acquire, at the same price as salt
} stock shall have been offered to the othe
: stockholders; provided, that the corpor
alton shall not apply any Of its capita
5 to the purchase Of such stock. The cor
poration shall have the right to refus
I to transfer any stock so long as tn
shareholder demanding the transfer is II
e any way indebted to the corporation. AM
e the corporation shall have a lien, pledg
e and privilege on each share Of stock 4
secure any Indebtedness due by tn
, shareholder to the corporation. Shoul'
q any of the stock offered for sale be no
desired by any Of the other stockholders
a and should the corporation itself be un
! willing or unable to purchase any of tn
same out of its surplus earnings within
: ten (10) days from the receipt at tn
!, corporations office Of the written offe
to sell, then, and only then, shall tn
Z stakeholder desiring to sell be entitled L
l. transfer such undesired portion Of tn
stock to such person or persons as h
may see fit, for not less than the pric
at which he or she has offered the stool
to the other then stockholders and to tn
corporation. The provisions Of thi