The herald., 1922-05-04
CHARTER.


mis>iuned and qualified in aud for the
Parish of Orleans. State of Louisiana,
and in the presence of the witnesses
hereinafter named and undersigned. per
sonaIy came and appeared the several
persons whose names are hcreunto sub
scribed, who seyerally declared tvat.
awaiting themselves of III" provisions or
the general laws "a the State OF Louis
for in cash when Subscribed for. or u
may be issued at not less than par In
payment for property actually ?eceived.
ARTICLE VI-This corporation shall
begin business and be a going concern as
soon as five thousand dofars of stock
shall have been subscribed for. Said capt.
tai stock may be increased up To the sum
of ten thousand dollars in any manner
provided for by laws of this state and
whenever an increase of said capltai STOCK
shall have been authorized. fifteen days
written notice shall be given 10 each
stakeholder within which time the present
stockholders in the corporation shall have
the right to subscribe to said increase "i
stock in proportion TO the number OF
shares of stock held by them, and which
shares shall be paid for at such time ana
in such manner as the board OF directors
may direct. After the expiration or the
said subscription and payment, the board
of directors may dispose of the shares not
/ taken for the benefit of the corporation
| in such manner as they may think proper,
| at not less than par.
| ARTICLE VII-All transfers Of stock
! shall be made on the books of the corpora
ton by surrendering the certificate there
| of to the presiding officer, who shall write
| the word cancelled" prominently across
the face thereof and erase the president
! signature therefrOm before issuing new
| certificate.
! ARTICLE vIII-At all elections by. or
| meetings of the stockholders, each share
| shall be entitled to one vote, to be cast
| either by the person in whose name The
stock appears on the books OF this cor
poration at the time of voting, or by an
attorney holding said stockholders writ
ten proxy.
ARTICLE IX-The business and cor
! porate affairs Of this corporation shall be
transacted by board of directors OF not
less than three directors, nor more thah
five directors, 10 be composed OF stock[
| holders thereof, and they, and each OF
them. shall be elected at a meeting TO be
held for that purpose. Any vacancies In
the board of directors so elected snail De
filled by the said board of directors
Sol Miller, Sol H. Levi and Z. D.
Schwarz. all residents of the City OF New
Orleans, Louisiana, shall constitute me
first board of directors, and shall hold
office until the first Monday In January,
1923, or until their successors are elected
and qualified. and each subsequent Doaru
shall have their seats Immediately follow
ing the election, or as soon thereafter as
practicable, and shall hold their once
until their successors shall nave Deen
VI.
inaboye named shall elect their own off,
GERS The stockholders may at any time
appoint the two additional directors pro-
yided for in this charter TO serve con-
currently with the other directors hereiI
named On January LIST, 1923, and an
nually thereafter, an election for directors
, by the stockholders shall be held at the
office of the corporation, after flfteeI
DAVIS notice thereof shall have been given
nv notice mailed to each stakeholder al
his last known address. Every BOARD o.
directors shall, at its first meeting aftei
its election, or as soon Thereafter as prac
ticable, elect from their own hummer q
president, and a treasurer. The board o.
directors shall also elect secretary wh'
may or may not, be member or TN
hoard. The office of the secretary ant
treasurer may be filled by one ana IN
same person, at the discretion OF IN
board A failure to elect directors on IN
date above specified shall not dissolve TN
, corporation, but the then existing boar,
: of directors shall continue In once nntl
!, their successors are elected. Fifteen days
P prior notice shall he given In the name
hereinabove provided, which notice, shal
be full and complete notice TO all stock
holders of such meeting. any oiree'o
shall have the right to be represented a
any meeting of the board of directors Q
!: this corporation by an attorney holdln
\ the directors written proxy Inc ma
4 jority Of the members OF said Doaru OF ~
= | rectors shall constitute a quorum Tor IN
: transaction and management OF all Dusl
: ness of said corporation. They may max
e such, bylaws, rules ana regulations
o they think proper for the TRANSACTION :
y the business and affairs Of said corpora
ton.
ARTICLE X-This act of incorporate
: NAV be changed, modified or altered, Q
II said corporation may be dissolved VIII
: the assent of three-fourths OF the amour
. of stock present or represented at an
general meeting Of the stockholders
l. said corporation, convened Tor that Pul
:, pose. after previous notice given IN tG
T manner hereinabove set forth In aruCl
y IX But any and all meetings or stoci
= holders. whether for the purpose Of iqu
'e dation or for any purpose may be held
(. any time without notice by unanlmol
r consent of all stockholders filed In writifi
r by the secretary.
rs ARTICLE XI-No stakeholder sha
d ever be liable for the contracts or faul
,r OF this corporation in any further su
J. than the unpaid balance due the compaI
E. on the shares owned by or subscribed ],
r by him; nor shall any informallty In u
Organization have the effect Of renderiI
r this charter null or OF exposing u
r stockholders to any liability.
SC ARTICLE XII-Whenever this corpor
"a tion Is dissolved, either by limitation
III from any other cause, its affairs shall
liouidated under the superintendent
10 three stockholders. to be chosen for IN
Is purpose by three-fourths in amount OF q
present t or
~ which the election Is held. Said commi
* sioners shall remain in office until I
IN affairs of said corporation shall have De
or fully liuuidated.. In case OF the death
AT one Of the commissioners, or refusal
C. inability to act, the remaining comm
sioners shall continue to act and shi
ne elect another stockholder in the place al
to stead of the commissioner who has ceas
er to act. .
r. This said charter shall serve as I
te original subscription list, the subscribe
at hereto having set opposite their respectl
-e, names the number OF shares OF stock
&c which they b. we subscribed.
d. Thus done ind passed in my onice
a. the CITY Of Nsw Orleans, aforesaid on I
ch day. month and year first above write
he in the presence OF l.. Lincoln and Lou
he Goldman. competent witnesses, residing
pt this Parish who hereunto sign their nam
u with the said appearers and me, notai
G. after due reading of the whole.
Ia, ORIGINAL SIGNED):
ms Sol Miller, q shares; Sol II. Lew,
es shares; r. o. Schwarz, shares.
he witnesses: l.. Lincoln, Louis Gol
,e- man. o,,o~,~-on
he (SeaD: JOHN =. CcoN T NJ
the undersigned Recorder Of Mo
IFS cages. in and for the Parish Of Orleal
rs. state of Louisiana, do hereby certify u
Of the above and foregoing Act Of Incorpol
OIL ton. of the Dryades Pharmacy, Inc, "
lid this day duly recorded IN my on1ce
. Book 1868. folio 200.
New Orleans, April 9th. 1922.
ISigned): ROBT. SCOTT
Deputy Record
NJ rho foraco;pg fs a true and correct co