The herald., 1922-01-05
CHARTER.
CHARTER OF W. ID. CLEARY CO: II

CHARTER OF W. ID. CLEARLY CO., iN'.
n. IL known that on this IND DAY oil
the month of December, 1921, BEFORE me,
scott r. Beer, notary public in ana loi
tho Parish Of Orleans state of Louisiana
therein residing, duly sworn coIhlhls
stoned and qualified, and in the presence
of the witnesses hereinafter named ahd
undersigned, personally came ana aP
peared the several persons whose nane'
are hereto subscribed who severally ue
cIared that availing themselves OF th'
laws of this State relative TO the lOrma
lion OF corporations, they hereby cohs'l
tute themselves, their associates SUES ',s,
sOrs aad assigns, corporation iur an'
objects and purposes ana uhOer tne co"
ditions and stipalations Of the FOLLOWING
articles which they hereby ADOPT rs th'H
charter, to-wit. 49,,
ARTICLE THE name and title Of thu
CORPORATION shall be W. ID. Gear! -
Inc. and its period of duration shall "
ninety nine years from anu "I'ei "
signing OF this charter.
Said CORPORATION shall have for the puF
noses of the business to be carried on y!
il all the powers conferred Oy Ia" uPoi
corporations, and shall generally eAei
else all the powers necessary TO carry Oh
said business; said corporation shan nave
mil mower to contract, sue ana DE sueu
in its corporate name, 10 make anu u'e
a corporate seal, and the same TO prcdh
and alter at pleasure; To hold, re ''i,S =
nlTGHHkf.
10 convey. mortgage hypOthecate, lease
nIedRe sell or otherwise dispose or prop
srty real personal and mixed; 10 issue
bonds, notes and other Obhgatl"hs,
name and employ such managers ulIee
tors. officers, agents and other employees
~ IN. Interest and convenience Of the
corporation may require and 10 MAKE
sucn bylaws rules and regulations Ior
the management aud control OF the COT
poration as the directors may ueeh III
and proper. A.. oor
poration shall be in the city OF New VI
leans. La. All citation and other iesai
DrOcess shall be served on the Iresiueht'
and i'm case OF his absence or dlsaDlltS'
upon the Vice President or Secretar!
Treasurer. -
ARTICLE HI-The objects and pur-
noses for which this corporation Is organ
lied and the nature OF the business 10
be carried ON by IL are hereby ueciteu
to be: To carry ON in the Clty Oh Se"
,lrleaus State of Louisiana, ana else-
where the business OF wholesale dealers
and iobbers in jewelers. supplies Wa.cn
materials jewelers. tools ana merchhh-
disc OF a similar kind or character or
in any kind OF goods and merchanulse
related thereto or in any wise cohhecteu
Herewith; and in the course OF the saiu
business, TO buy and sell the KINDS Oh
merchandise and goods above reierreu TO-
and to do all things related 10 or lhciueh
In! TO the said business OF III aug "iS'
connected Herewith. II,
APTICIE IV-Tbe capital of the said
corporation is hereby hxed ut the sum
of Ten Thousand Dollars lSlO,VooVOJt Gun
sisting OF One Hundred shares OF sIocA
of the par value OF One Hundred Dohars
$4,000 each one-haf OF the salu capi
taI stock shall be subscribed for at the
signing Of these articles Of incorporation,
and one half OF the stock so subscribed
for shall be paid In cash before n rne
corporation may engage IN business. the
remainder Of the capital so subscribed
for shall be paid In within tweNe ihon'hS
from the signing hereof
Thp remainder of the capital stock au-
thorized shall be issued by the Board Oh
directors, as IL may determine, at ho'
less than par Tor eash OF piop.! ohn.
ceiyed by the corporation at such yalue
as may be fixed by the Board OF Direc'
tors.
No transfer OF the stock shall be made
except on the books of the corporation
upon the surrender of the outstanding
eertificate of stock and pursuant to such |
rules and regulations as the Board oI
DIRECTORS may adopt, and neither sale
or other disposition OF the SAID stocA
shall be made by any stockhoider Win
out first Offering same IN wriuns I1r "a
period Of ten days through the Board OF
Directors to the other shareholders AT
price equal to the book value OF as SHOWN
by the last preceding inventory.
The capital stoch OF this corporation
may be Increased to $1OO,OOO.OO.
ARTICLE y-An the powers Of this
corporation shall be vested In apd exer-
cised by Board Of Directors 10 De com
posed Of three stockholders elected py
the shareholders at the annual meeting,
which annual meeting shsn be held IN
the City Of New Orleans, La, on the 2Oth
day of January each and every year;
each of the directors shall own at least
one share of stock standing In ms name
on the books Of this corporation. inns
shall not engage In business
until January 20, 1922, and the first an
nuai meeting shall be on January 70, l923
until the said meeting on January, ~
1923, the officers and the board named IN
this charter shall remain in office, anG
shall continue thereafter In Office nntil
their successors are elected and qualihed
mt each annual meeting or che sharehoid-
ers the said shareholders shall elect from
their number, a board composed OF three,
and all vacancies In the ooaru may pe
filled until the next annual meeting by
the remaining directors: any director may
be represented at any meeting by any
stakeholder by written proxy. AS soon
as practical after the said annual meeting
and election Of the said board OF direc-
tors, the said Board Of Directors, shall
elect from its own number President,
Vice President ana a Secretary-Ireas-
urer; the failure to hold the annual meet
ing and to elect directors as aforesaid
shall not affect this corporation nor I'm,
pair its management, but the officers ana
directors then I'm Office shall continue In
office until the successors are elected ana
qualified. -
The first Board OF Directors and off.
GERS Of this corporation and their post
ONCE addresses, are as follows: w. IL.
Cieary, New Orleans, Louisiana Presi-
lent; Robert Hinote. Florala, Alabama
lice President; j. II. Bell, Florala, Ala
bama, Secretary Treasurer.
The Board of Directors may at any |
time alter, amend and repeal the bylaws
Of the corporation.
ARTICLE vI-This act Of incorpora.
ton may be modified, changed or altered
or the said corporation may be dissolved
In accordance with the laws OF this State.
Notice of the meeting of any meeting
of the stockholders for any purpose may |
be waived by unanimous consent.
I'm case OF the dissolution Of this cor |
poration, its affairs shall be iqidated by
one or more commissioners elected by a |
majority OF the stockholders represented
or present at a meeting called for that |
purpose, aud said commissioner SHAH
have such powers and duties as the stock
holders may determine. Il
ARTICLE Vino stakeholder shall
ever be held liable for the faults or con
tracts OF this corporation in any further
sum than the unpaid balance due TO TINS
corporation on the shares subscribed by
said stakeholder, nor shall any mere In
formality have the effect OF rendering
this charter null or of exposing any
stakeholder TO any liability beyond tine
unpaid balance due on his stock.
ARTICLE yIIl-The subscribers hereto /