The herald., 1922-04-27
CHARTER.
CHARTER OF
RtIERIEIN INC.

Lord one thousand nine hundred and
twenty-five, and of the independence OF
the United States of America, the one
hundred and forty sixth, before me,
RUDOLPH j. WEINMANN, Notary
Public. duly commissioned and qualihed
in and for the Parish of Orleans and
State of Louisiana. and in the presence
of the witnesses hereinafter named and
undersigned, personally came and ap-
pearrd the several persons whose names
are hereunto subscribed, who declared
that, availing themselves of the provi-
sionS of the Constitution and laws OF
the state of Louisiana, relative to the
organization and formation of corpora
tiOnS, they have covenanted and agreed.
and do by these presents covenant and
agree and bind themselves, their success
sOrs and assigns, and such persons aS
may hereafter become associated with
them, to form and constitute a body
polite in law and corporation for the
purposes and objects and under the stip-
ulatiOnS and conditions hereinafter set
forth and expressed, which they hereby
adopt as their charter or articles of in
corporation, tO-wit:
ARTICLE /. The name and title Of
this corporation shall be EAJERLElN.
INC, and under such name it shall have
and enjoy succession for ninety nine t@'p
years from date of this act. with full
power in the prosecution and for tn"
purposes of its business as hereinafter
defined; to contract. sue and be sued I;
TO acquire lease, use aud hold, ALLEVIATE
mortgage. pledge or otherwise cucumber
any property, movable or immONable, IN
and out of the State of Louisiana; to
issue its bonds or other evidence OF IN
debtedneSs and to secure the same by
pledge. mortgage or otherwise; ana 10
purchase or otherwise acquir" the stocks
and bonds of other corporations; 10
appOint or elect such directors. officers,
manager, agents or other employees as
the interest or convenience Of its bust
ness may require: to make amend or
rencal at pleasure such bylaws, rules
and regulations touching the manage
ment of the affairs or business or the
exercise of the powers of this corp"r-
alton. as may be necessary or convenient;
to increase or diminish its capital stock;
10 adopt a corporate seal, and the same
to make, break or alter at will: and
generally for the purposes and objects
Of its business to exercise all the rights
and powers permitted by law TO cor
pOratiCns.
ARTICLE H. The domiCile of this
corporation shall he in the city of New
Orleans State Of Louisiana, and all cita-
tions and other legal process shall he
served upon the President; and. in his
absence upon the Secretary of this cor
pOratiOn.
ARTICLE Ill The objects and pur-
poses for which this corporation Is
organized and the nature of the business
to be carried on by it are hereby de-
clared to be: That of carrying on gen
eral advertising agency business; 10
carry on the book selling and publish
ing business in all its branches, botb
as principal and agent; to operate print
ing and publishing plants, and to iur-
ther undertake and transact all kinds
of agency business which an individual
may lawfully undertake, and generally to
do and perform all such business as
Ia fnr an
the objects and purposes herein men
toned as fully as if set forth herein.
ARTICLE ". The capital stock of
this corporation is hereby fixed at Ter
Thousand Dollars (S10,O0OOO), divided
into One Hundred Shares of One Hun
dred Dollars (S1O000) each, payable in
cash, or its equivalent, rs may be deter
mined by the Board of Directors.
The corporation is to be a going con-
Germ as soon as Five Thousand Dollars |
(SJOO0OO) of its capital stock shall have |
been subscribed for.
The amount to which the capital stock !
of this corporation may be increased Is !
hereby fixed at One Hundred Thousand |
Dollars (S1O0,OO00O).
All transfers of stock of this cor
poration shall be entered on the stock
book, and no transfer shall in any |
manner be binding on this corporation |
until so registered in its stock book
No stakeholder shall have the right to
sell his stock on the market without |
having offered it. in writing, at its book
value, to the directors of this corpOr-
alton thirty days previous to the con
templated sale of the said stock, ana
il the directors of this corporation, when
said stock is offered to them at its book
value. desire to buy it, the corporation
shall have the right to do so, the pur-
chase shall be made on behalf of the
corporation and the stock shall then and
there become treasury stock to he DIS
posed of as the Board of Directors shall
determine.
notice of the obligation so to offer
the stock to the corporation shall be
printed across the face of each certificate
of stock.
ARTICLE V. All of the corporate /
powers of this corporation shall be
vested in and exercised by a Board of |
Directors, composed of three stock |
holders, two of whom shall constitute
quorum in the transaction of business. |
which said directors shall be elected at /
n general meeting of the stockholders |
of this corporation, to be held on the
first Monday in December of each year, |
and notice of said election shall he
given by a letter to be written ten days |
previous to said election and sent TO
the last known address of each of the
stockholders, as shown by the books or
the company. The first meeting of the
purpose of electing n Board of Directors |
shall occur on the first Monday of De |
cember 1922.
The said Board of Directors, at its
first meeting after each annual election,
shall elect from its number President,
a Treasurer. and Secretary. The offices |
of President and Treasurer may be COM |
bined in one person.
The following stockholders shall con- |
sttute the first Board of Directors Of |
this company, to-wit: George W. Bauer
lein. Hotel Grunewald. New Orleans, La. ;
Henry Pickett, Withers. Lake Forest,
ILL.,; John Dymond, Jr. 1907 Maison
Blanche Bldg, New Orleans, La, who
shall hold their office until the first
their successors shall have been elected
and qualified OF these the said George
W. Bauerlein shall be President and
Treasurer and the said John Dymond,
Jr., shall be Secretary.
a failure from any cause to elect
directors on the day stipulated shall not
dissolve this corporation, but the officers
and directors then in office shall hold
over until their successors shall have
been duly elected and qualified. And in
the event of any failure to hold an cleo
tion on the day stipulated, the President
shall call a new meeting ten days |
ice thereafter, or as near thereafter, |
<ns soon thereafter as practical
III vacancies occurring in the Board
Directors shall be filled by the re-
manning directors for the uneXpired
term.
At all elections and meetings of the
stockholders each stockholder shall be