The herald., 1922-05-11
CHARTER.

/ dep, ndcnce of the United States of
! America. the one hundred and forty
| sixth, before me. ASAHEL WALKER
! COOPER. Notary Public. duly com
miSsioned and qualified in and for the
! Parish of Orleans. State of Louisiana.
and in the presence of the witnesses
! hereinafter named and undersigned, per
! Sonally came and appeared the several
persons whose names are hcrcunto sub
| scribed, who seyerally declared that.
/ availing themselves of the provisions Of
/ the general laws of the State of Louis
/ for in cash when subscribed for. or il
may he issued at not less than par in
| payment for property actually deceived.
! ARTICLE NI-This corporation shall
! begin business and be a going concern as
soon as five thousand dollars 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 capital stock
| shall have been authorized. fifteen days
/ written notice shall be given to each
| stakeholder within which time the present
! stockholders in the corporation shall have
/ the right TO subscribe to said increase of
/ stock in proportion to the number of
shares of stock held by them, and which
| shares shall be paid for at such time and
/ in such manner as the board of directors
/ NAV direct. After the expiration of 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-AI transfers of stock
| shall he 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 presidents
signature therefrom before issuing new
| certificate.
ARTICLE VIII-At all elections by, oil
meetings OF. the stockholders, each shar,
shall be entitled to one vote, to be cas-
| either by the person in whose name thu
stock appears on the books of this cor
pOratiOn at the time Of voting, or by al
attorney holding said stockholders writ
ten proxy.
ARTICLE IX-The business and cor
porate affairs Of this corporation shall b.
transacted by a board of directors of no
less than three directors, nor more thai
five directors, 70 be composed of stock
holders thereof, and they, and each o
them. shall be elected at meeting TO b
held for that purpose Any vacancies II
the board Of directors so elected shall b
filled by the said board of directors.
Sol Miller, Sol H. Levi and f. @
Schwarz all residents of the City of NeN
Orleans, Louisiana. shall constitute tn
first board OF directors, and shall hol
office until the first Monday in January
]
and qualified. and each subsequent boar
shall have their seats Immediately follow
ing the election, or as soon thereafter q
practicable and shall hold their offiC
elected and qualified. The directors here
: inabove named shall elect their own Off
GERS. The stockholders may at any tim
appoint the two additional directors pHo
vided for in this charter to serve ON
. currently with the other directors herei
named. On January list, 1923, and an
nually thereafter, an election for director
by the stockholders shall be held at tn
office Of the corporation, after fiftee
days notice thereof shall have been give
by notice mailed to each stakeholder a
his last known address. Every board q
directors shall, at its first meeting afte
its election, or as soon thereafter as prac
ticable, elect from their own number
president. and a treasurer. The board O
directors shall also elect a secretary VIII
may, or may not, be a member OF tn
board. The office Of the secretary an
treasurer may be filled by one and IN
same person, at the discretion of tn
board. A failure to elect directors on tn
date above specified shall not dissolve tn
corporation, but the then existing boar
of directors shall continue In office unit
their successors are elected. Fifteen days
prior notice shall he given In the manne
hereinabove provided, which notice, sha
be full and complete notice to all stock
holders of such meeting. Any directo
|
any meeting of the board of directors G
; this corporation by an attorney holdin
! the directors written proxy. The ma
jority of the members of said board of di
rectors shall constitute quorum for IN
transaction and management Of all bus
ness of said corporation. They may max
such, bylaws. rules and regulations a
they think proper for the transaction c
the business and affairs OF said corpora
, ton.
1 20 In
! nav be changed, modified or altered, O
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
said corporation. convened for that pul
d, pose, after previous notice given in IN
manner hereinabove set forth In Artc
IN But any and all meetings OF STOCK
: holders, whether for the purpose OF nqf
2 dation or for any purpose may be held
{. any time without notice by unanimot
consent Of all stockholders filed In writin
by the secretary.
$ ARTICLE XI-No stakeholder sha
! ever be liable for the contracts or faul'
r of this corporation in any further SUI
than the unpaid balance due the compan
: on the shares owned by or subscribed Il
by him; nor shall any informality in u
organization have the effect OF renderin
: this charter null or of exposing u
= | stockholders to any liability.
: ARTICLE XII-Whenever this corpori
4 ton is dissolved. either by limitation {
| from any other cause, its affairs shall
| liquidated under the SUPPLEMENTARY
= | three stockholders, to be chosen for thi
: purpose by three fourths in amount of Il
> | stockholders present or represented at
. | general meeting of the stockholders
!, | which the election is held. Said commi
: | sioners shall remain in office until Il
| affairs of said corporation shall have bee
: fully liquidated.. In case Of the death
one of the commissioners, or refusal
inability to act. the remaining comm
| sioners shall continue to act and sha
p elect another stakeholder in the place an
o stead Of the commissioner who has cease
r to act.
= This said charter shall serve as u
g original subscription list. the subscribe
I hereto having set opposite their respecti'
:, | names the number OF shares OF stock II
g which they have subscribed.
!. Thus done and passed in my office
: the City of New Orleans, aforesaid on u
h day. month and year first above write
Q in the presence of l.. Lincoln and Lou
g Goldman, competent witnesses, residing
( this Parish who hereunto sign their nam'
: with the said appearers and me, nOtar
: after due reading OF the whole.
!, ORIGINAL SIGNED:
$ Sol Miller, p shares; Sol II. Levi,
s shares: f. o. Schwarz, shares
Q Witnesses: L. Lincoln. Louis Col
: man. .
(SeaD: JOHN c. OCONNOR.
y Notary Publ
l. the undersigned Recorder of Nor
s cages, in and for the Parish of Orlean
:. State of Louisiana, do hereby certify tn
Il the above and foregoing Act Of Incorpor
J. | tion Of the Dryades Pharmacy Inc W