The herald., 1922-01-05

PARTMENT STORE. nc.
United States of America. State % Lou
iSiana. City of New Orleans, BE 1t known
that on this twenty SiXth day of the
month of November in the year one thou
| sand nine hundred and twenty one before
/ me. Felix J. DreyfOuS, a notary public,
duly commissioned and sworn in for the
| Parish of Orleans and City of New Or
leans, therein residing. personally ap-
| pCared the persons whose names are here
unto subscribed, who declared that, avail
/ ing themselves of the provisions of the
| laws of this state, relative to the organi-
/ ZatiOn of corporations, and more partlcu-
! larly Act No 267 Of the General Assembly
Of the state, approved July .. 1914. they
! have cOvenated and agreed, and do, by
! these presents. covenant and agree, bind.
| form and constitute themselves, as well
as such persons who may hereafter join
| or become associated with them. into a
| corporation and body polite in law, for
| the objects and purposes and under the
agreements and stipulatiOns following, to-
l wit:
ARTICLE 1.-The name ami style of
| this corporation shall be Sam Silver
| STEMS Department Store, Inc, and, un-
! der that name, it shall have and enjoy
| all the rights. advantages and privileges
granted by law to corporations; it shall
exist for the period of ninety nine years
| from this day; il snail have power to
\ contract, sue and be sued in it's corporate
! name; to make and use a corporate seal,
| and the same to break or alter at pleas
| ure; to hold. receive, purchase, convey,
mortgage. hypothecate or pledge prop
erty. both real and personal: to issue
| bonds. notes and other obligations or
| negotiable Instruments to have and EN-
| plOy such managers, directors, officers.
| agents and other employees the in
tcrest and convenience of said corpora
ton may require or demand; to make and
establish such bylaws. rules and regu-
| lationS for the corporate management and
control of the affairs of the corporation
as may be deemed necessary and expe-
dent.
ARTICLE 1.-THE domicile of said
corporation shall he established in the
| City of New Orleans, in this state, and
all citations and other legal process shall
be served on the president. and, in his
absence. on the vice president.
ARTICLE III.-The objects and pur-
poses for which this corporation is Or
ganized, and the nature of the business
to be carried by it are hereby de-
clared to be to bny and sell. at whole
sale and retail, and to manufacture con-
sign or receive on consignment, all classes
of merchandise. specially such articles of
use. wear or of food as usually kept
on sale in department stores, and gener-
ally TO engage in, conduct and promote
such other business or enterprise as NAV
be germane, incidental to. or may grow
out of the concern contemplated by this
act.
ARTICLE Iy.-The capital stock of this
corporation is fixed at the sum of Sew
enty five Thousands Dollars. (s75.OOO.OO).
divided into seven hundred and fifty
shares of the par value of one hundred
dollars each. All shares % stock shall be
full paid and worcestershire. No trans
fer of stock shall be binding upon the
corporation unless made upon its books
and all certificates of stock shall be
signed by such officer as may be desig-
mated by the Board Of Directors
This corporation shall have the right
TO Increase its capital stock to a further
sum of Two Hundred Thousand Dollars
(S2O0,OOO.OO). to be divided into shares of
one hundred dollars each. provided said
increase in the capital stock shall have
been authorized by the stockholders at
meeting to be held pursuant to the provi-
siOnS of law.
ARTICLE V-An the corporate powers
OF the corporation shall be vested in. and
the management and control of it's affairs
shall be exercised by a Board of Direc-
tors, composed of three stockholders
creased to number not exceeding
seven. by the Board Of Directors at any
of its regular meetings. A majority of
the directors shall constitute a quo
rum for the transaction of all business.
The directors shall be elected annually
by ballot on the first Tuesday in Novem-
Der in each year. Each stakeholder shall
be entitled, in person or by proxy. to a
all elections shall be held under such
rules and regulations as may be deter
mined by the Board of Directors, after
fifteen days notice by mail of such cleo |
ton shall have been sent to each stock
holder at his last known address. The |
directors thus elected shall continue in |
Office for one year, or until their success |
sOrs shall have. been duly elected and |
qualified. No failure to elect shall be re- |
garded as a forfeiture of this charter. |
occurring
shall be filled by the remaining directors \
for the unexpired term; the said board |
shall likewise elect the additional men, |
bers in case they should determine to
increase the number of Said board. Said |
Board of Directors shall e. SIS first meet |
ing after its election, nominate out of its |
number president vice president and |
secretary-treasurer. 1t may divide the |
and may elect secretary who need not |
be either a director or stakeholder. Said |
board shall have the right to appoint and |
dismiss such clerks, managers and other |
the secretary who Is not a stakeholder, as |
conditions may justify or the business |
of the corporation may require. The |
tenure of office of all employees Of the |
of the Board of Directors Any of the |
directors shall have the right to appoint, |
by written instrument, another director |
or stockholder to act as his proxy and |
III HIS STEAD at any ana all meetings of L
the Board of Directors.
ARTICLE Vino stockholder shall
ever be held liable for the contracts,
faults or debts of said corporation nor |
shall any mere informality in its organi-
ZatiOn have the effect of rendering this
charter null, or of exposing a stakeholder
to any liability beyond the unpaid bal
anee due on the shares owned by him.
ARTICLE VII.-This act of incorpora-
ton may be changed, modified or altered |
or this corporation may be dissolved,
with the assent of the stockholders own
ing two-thirds of all the stock of the
at a general meeting con-
vened for that purpose, and after at least
ten days. written notice of this meeting
mas been given through mail addressed
TO each shareholder at his last known
place Of residence. In case of dissolution
by the expiration Of this charter or other
wise, the stockholders shall elect three
lquidators from among their number to
llqufdate and settle the business and af-
fairs OF the company. In case of death
or disability of any one Of said commits
sioners or liquidators, the survivors of
the remaining liquidators shall appoint a
successor to him. The said liquidators
shall have full power to settle company's
AFFAIRS, collect outstanding debts, sell and
convey property, pay its debts, and divide
lhe remaining money and property |
among the stockholders. They shall also
nave power to meet and act under the
bylaws of the corporation and under
regulations to be made by a majority of
said luquidators; to fix the price and