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

maintenance and retention of the business
In which the corporation is engaged; to
In this state, other states, districts and
territories of the United States.
ARTICLE ii. This corporation shall
De domiciled in the City of New Orleans,
state OF Louisiana, and all citations or
other legal processes shall be served up
on the President of the corporation, or
in the event Of his absence. upon the
Vice President.
ARTICLE III. The objects and pur-
poses for which this corporation is ere
ated and the nature of business to be
carried on by 1t are hereby declared to
be as follows: To buy, sell, both whole
sale and retail; to manufacture goods.
wares and merchandise, more particu-
larry men and wOmen's wearing apparel
and to engage in all such other lawful
business for which this corporation is
created.
ARTICLE ". The capital stock Of
this corporation is hereby fixed at tho
sum OF Fifty-six Hundred Dollars (5GOO)
OF which Five Thousand Dollars ($5.OOO)
shall be six per cent cumulative pre-
ferred stock, and Six Hundred Dollars
(S6OOOO) shall be common stock, all of
which stock shall be paid for in accord
ance with law, and the capital stock
shall consist Of Fifty 500 shares of One
Hundred (slO0.00) Dollars each of six
per cent preferred stock, and One Hun.
dred and Twenty shares of Five Dollars
(So.oO) each of common stock.
Until two full six per cent dividends
have been declared and paid on the pre-.
ferred stock, the common stock shall not
participate in any net profits of the cor
poration. When two full six per cent
dividends have been declared and paid
on the preferred stock any amount re-
naming out Of the net profits of this
corporation shall be distributed pro rata
among the holders of the common shares
In case of the liquidation, dissolution or
winding up of the corporation, whether
voluntary or involuntary. the holders Of
the preferred shares shall be entitled TO
prior participation. in the net assets Of
the corporation realized from such liqui-
dation, dissolution or winding up, up to
the par value of such preferred stock
and the remainder. il any there be, shall
be distributed pro-rata among the hold
ers of the common shares.
The common stock shall have no voting
power whatsoever.
The capital stock of this corporation
may be increased to the sum of Two
Hundred and Fifty Thousand Dollars by
twO-third vote of all the stockholders
present or represented at a special meet
ing called for that purpose at regular
annual meeting of the corporation.
ARTICLE VI. All certificates of stock
issued by this corporation shall be signed
by the President or Vice-President and
countersigned by the Secretary. The
stock of this corporation can be trans
ferred only on the books of the corpora
ton and subject to such regulations and
formalities may be by the Board of
Directors from time to time prescribed
No stakeholder shall be permitted to
sell or otherwise dispose of his stock
without first offering same in writing to
the other stockholders through the Board
of Directors at a price not exceeding the
book value thereof
ARTICLE VII All the powers Of this
corporation shall he vested in Board
of Directors to be composed of nine COZ
stockholders. five (5) of which may con-
stitute a quorum for the transaction OF
business of this corporation. The Board
of Directors, except the first board, which
is named in this charter, shall he elected
annually by its stockholders on the third
Monday in the month Of January each
year.
The first Board of Directors and every
Office until their successors are elected
and qualified. The directors of this as
ISOLATION shall be elected annually by
the stockholders at a meeting held on the
third Monday in the month of January
of each succeeding year thereafter; each
and every preferred stockholder shall he
notified Of such meeting at least ten days
prior to such meeting in writing and
sent to his last known postoffice address.
Each stakeholder shall at such meeting
of the Board of Directors be entitled In
person or proxy to one vote for each
share Of stock owned by him. Elections
shall be held under such rules and regu-
lations as may be prescribed from time
to time by the Board of Directors. The
directors, when elected. shall hold Office
for one year or until their successors
shall have been elected and qualified. and
any failure to hold the annual meeting
of stockholders or to elect annually the
directors shall not operate the forfeiture
of this charter or any rights Hereunder.
any vacancy in the Board Of Directors
shall be filed by the Board Of Directors
for the unexpired term.
Until the election on the third Monday
in January 1923, the following shall con-
stitute the first Board os Directors: Al
fred Turnbull, Joseph A. Thornton, Ger
aid y. Thomas, Waldo B. Frank. G. p.
Vincent Roberts, J. o. Walker, with Al
fred Turnbull as President. Jos. A.
Thornton, first vice-president: Gerald
Thomas, Second Vice President, Waldo b.
Frank, Secretary, and c. p. Arsencaux,
Treasurer
ARTICLE VIII. In case of the disso-
luton, liquidation or termination of this
charter by limitation or otherwise, the
affairs of this corporation shall be liqui.
dated by one or more liquidators elected
by the stockholders. and they shall be
vested with such authority as may by
law be permitted and shall liquidate the
affairs Of this corporation or continue
to act on behalf of the corporation.
ARTICLE TX. No stakeholder of this
corporation shall be liable or responsible
for any cost, contracts. debts or faults
of this corporation or any of its affairs.
nor shall any mere informality In organi-
zation have the effect of rendering this
charter null and void or Of exposing
stakeholder to any liability beyond the
unpaid balance due on the stock held by
him.
ARTICLE X. The subscribers hereto
have written opposite their names the
number Of shares subscribed to by each
Of them and their postoffce address so
that this charter may serve as the sub
scription list Of this corporation, all of
which subscriptions are payable In the
manner and form set out herein.
Thus done and passed at my Office, In
the City OF New Orleans in the presence
of Fred s. Deibel and John d. Townend,
competent witnesses, who have ,sfgred
these presents together with the UNDER
signed persons and me, notary, after
reading the whole.
(ORIGINAL SIGNED):
l. the undersigned Recorder Of Mort
cages, in and for the Parish of Orleans,
State of Louisiana, do hereby certify that
the above and foregoing Act of 1ncor
poration of The Paramount Mercantile
Company, was this day duly recorded
In my office in Book 1868. folio -.
New Orleans. 1922.