The herald., 1922-03-16
CHARTER OF BERNARD CO. INC


known that on this the 9th day o
the month of February, in the year o
/ our Lord, one thousand nine hundred
and twenty-five (l922), ana of the hide
pendence of the United States OF America
/ the one hundred and forty sixth, befor,
| me, SCOTT +. BEER, Notary Public
| in and for the Parish of Orleans. Stat,
| of Louisiana, duly commissioned and quail
/ ihed, and in the presence of the witnesses
| hereinafter named and undersigned, per
sonally came and appeared the seyera
| persons whose names are hereunto sub
| scribed, who severaIly declared that
| avarling themselves of the laws of thii
| state relative to the organization of cor
porations, they have contracted anG
| agreed and do by these presents agre,
| and bind themselves, as well as sucl
other persons as may hereafter become
| associated with them, to form and con
stitute corporation and body, corporal,
in law, for the objects and purposes and
under the agreements and stipulations
| hereinafter set forth and expressed
| ARTICLE i. The name and title OF
| said company shall be the BERNARD
CO, INC, and its dOmicile shall be tn,
city Of New Orleans, Parish of Orleans
| State of Louisiana. Under this corporat,
name the said corporation shall hav,
power and authority to exist and enjoy
| succession for the full term of ninety
nine t99) years from the date of this act
| to contract, sue and be sued, and to max,
4
| to break or alter at pleasure, which said
seal, if any, shall be designated by the
Board of Directors; to purchase own
hold, lease, receive, sell and mortgage OIL
| pledge, under its corporate name, prop.
erty, both real, personal and mixed
corporal and incorporeal. including
stocks, bonds and securities of other cor.
porations; to sell any portion of it,
capital stock, or other resources; to make
advances on real or personal security
! to lease to and from and to consolidate
or merge with other companies; to elect
and appoint such directors. officers and
agents as the interest and convenience OF
said corporation may require; to max,
and establish such bylaws, rules and
regulations for the proper management
OF the affairs of said corporation as may
be necessary and proper, and the same
to change or alter at pleasure; and, gen
orally, to do and perform all acts and
things requisite and necessary to carry
out the objects and purposes of said cor
pOration.
ARTICLE III. All citations or other
legal processes shall be served upon the
President of said corporation, and in case
of his absence, upon a Nice-President. and
in case of the absence of the President
and all Vice-Presidents. upon the Secre-
tary.
ARTICLE III. The objects and pur
poses for which this corporation is eetab.
lished. and the nature of the business tC
be carried on by 1t, are hereby de'Aared
and specified to be: To buy, sellipiea
in, lease, hold, develop or improve rea
estate of all sorts; to construct and lain
tain offices. flats, houses. factories, ,are
houses, shops buildings, works ana Ion
venences of all kinds; to acquire, hOld
and deal in personal property of every
character, including stocks bonds, obi
cations and securities of other corpora
tiOns, as well as of individuals and part
nerships; to exchange its entire capita
stock or any part thereof, for property
which il Is authorized to acquire. or {,
exchange its entire assets and business
or any part thereof, fer property, stocks
bonds or other obligations of other com.
panies; and to do and transact all bust
ness properly connected with or incident
al or Convenient to any of the said object:
and purposes.
ARTICLE w. The capital stock OF
this corporation is hereby fixed at Thir'
ty-five Thousand Dollars (s35.OO0O0)
to be divided into and represented by
three hundred fifty (35O) shares of the
par value of One Hundred Dollars (S10000)
each, which shall be paid for in cash
tion may be increased to the sun
of One Million Dollars Isl 900 0O0.00). Nc
transfer of stock shall be binding upor
the corporation unless made and record
have a right to transfer or convey any
OF his or her stock in the corporation
unless and until he or she shall hav,
first made a written offer to the Other
to the corporation ITSELF to sell his oil
her stock to them, at the same price a:
that at which he or she may have re-
ceived a bona fide offer therefor. Such
written offer shall be addressed to the
other then stockholders, and to the cor
poration itself. collectively, and shall be
delivered to the office of the corporation
not less than ten (10) days prior to the
application for transfer of the stock. The
corporation shall transmit this offer ia
the respective then stockholders, and the
stock Of the stakeholder desiring to sell
shall be distributed pro rata among such
Of the other stockholders as desire to
purchase, in the proportions in which the
holdings of the stockholders DESTROYS OF
purchasing bear to each other; provided
that the other stockholders desiring to
buy shall not be required to take all OF
the stock of the stakeholder desiring 70
sell, but shall have the option to take
any part of it, at the price at which q
bona fide offer may have been received
by the stakeholder desiring to sell. for
the whole amount offered; and II the
total which the other stockholders desire
to purchase is less than the total offered
for SALE then, after each of the other
stockholders shall have taken and paid
for the amount of stock which he or she
desires to buy, the remainder untaken
shall be open for purchase by the cor
poration itself: and unless prohibited by
law. the corporation may itself use and
apply its surplus earnings or accumu-
lated profits to the purchase, from any
stakeholder desiring to SELL Of any por-
ton of that stockholders stock which
none of the other stockholders may de-
sire to acquire. at the same price as said
stock shall have been offered to the other
stockholders; provided, that the corpor-
alton shall not apply any OF its capital
to the purchase of such stock. The cor
poration shall have the right to refuse
to transfer any stock so long as the
shareholder demanding the transfer is in
any way indebted to the corporation. and
the corporation shall have a lien, pledge
and privilege on each share of stock to
secure any Indebtedness due by the
shareholder to the corporation. Should
any of the stock offered for sale be not
desired by any Of the other stockholders,
and should the corporation itself be I'M
willing or unable to purchase any of the
same out of its surplus earnings within
ten 10) days from the receipt at the
corporations office Of the written offer
to SELL then. and only then, shall the
stakeholder desiring to sell be entitled to
transfer such undesired portion Of the
stock to such person or persons as he
may see fit, for not less than the price
at which he or she has offered the stock
to the other then stockholders and to the
corporation. The provisions Of this
article shall be printed upon the face OF
aooh oarff6rofa iecuaH hv ha coroara