OCR Interpretation

The herald. (New Orleans, La.) 1905-1953, September 22, 1921, Image 4

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State of Louisiana, Parish of Orleans, Be
it known, that on this 30th day of the
month of July, in the year of our Lord
one thousand, nine hundred and twenty
one (1921), before me, John R. Peres, a
notary public, duly commissioned and
qualified in and for the Pariash of Orleans.
State of Louisiana, aforesaid, therein re
siding, and in the presence of the witnesses
hereinafter named and undersigned, per
sonally came and appeared, the several
parties whose names are hereunto sub
scribed, and severally declared that, avail
ing themselves of the laws of the State
of Louisiana, in such case made and pro
vided, they have covenanted and agreed,
and do by these presents, covenant and
agree and bind themselves, as well as
such other persons as may hereafter be
come associated with them, to form a ,'or
poration and body politic in law for the
objects and purposes and under the ar
ticles, agreements and stipulations follow
lng, to-wit:
ARTICLE I-The name of this corpora
tion shall be "Royal Perfume Company,
Inc.", and under its said corporate name
it shall have the power and authority to
have and enjoy existence and succession
for the full term of ninety-nine (99) years
from and after date hereof, to contract,
to sue and be sued, to make and use a
corporate seal, and the same to alter and
break at pleasure, to hold, receive. pur
chase, hypothecate, convey, sell, lease or
pledge real and personal property; to is
sue negotiable bonds and notes, and other
evidences of debt; to name and appoint
such managers, agents, directors and of
;cers as its business, interests and con
venience may require; and to make and es
tablish, as well as to alter and amend from
time to time, such by-laws, rules and regu
lations for the proper government of the
affairs of this corporation as may be
necessary and proper.
ARTICLE II-The domicile of this cor
Soration shall be in the City of New Or
ans, Pariah of Orleans, State of Louis
iana, provided that with the written con
sent of all directors valta meetings of di
rectors may be held without this state, or
elsewhere within this state, and all cita
tions and other legal process shall be
served upon the president of this corpora
tion, aid in the event of his absence, upon
the secretary thereof, and in the absence
of both of said officers, upon the vice
president of this corporation.
ARTICLE Ill-The objects and pur
poses for which this corporation is or
ganised and the nature of the business to
be carried on by it are hereby declared to
be the following, to-wit:
To prepare, manufacture and sell per
fumery, soap and toilet articles of all
kinds; to prepare, manufacture and sell
oils. and all other ingredients necessary
to make perfumery, soaps and toilet ar
ticles; to manufacture and sell brushes
and all articles usually classed as drug
gists' sundries; to engage in the growing
of flowers and other plants; to manufac
ture and sell all articles and things which,
in the opinion of the management of said
corporation, may be incident and neces
sary to the above, advantageous or prolfit
able, and generally to buy and sell any
and all articles of trade and commerce
in connection with the above and to do
all things incident, proper or neceeassry
In connection with and useful in carrying
on its business.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
twenty-five thousand ($25.000.00) dollars,
divided into and represented by two hun
dred and fifty (250) shares of stock of the
par value of one hundred ($100.00) dollars
per share. Said stock shall be paid for in
cash, at such time and after such notice
to the subscribers as the board of directors
may fix, or the same may be issued at not
less than par for labor done or services
rendered for the said " corporation or
property or rights actually received by
msaid corporation. That when there are
subscriptions to the capital stock of pro
perty or good will or for labor done or
services rendered for this corporation,
there must appear in, or be annexed to
the Articles of Incorporation and be read
in connection therewith, an accurate, de
tailed and itemised description of said
property, as to amount, location, extent,
character, and state of improvements. to
gether with a statement of its value placed
upon said good will or for labor done or
services rendered, as included in the capi
tal stock. If the giving of the property or
good will or for labor done or services
rendered is effected in exchange for stock
subsequent to incorporation, a similar
description and appraisement must be diled
In the office of the Secreatry of State and
In the office of the Clerk and Ex-Officlo
Recorder of Mortgages in the Parish of
this corporation's domicile, within ten (10)
days after the subscription, when stock
so issued shall in the absence of fraud,
be full paid stock.
The amount to which the corporation's
stock may be increased shall at not time
exceed the sum of one hundred thousand
($100,000.00) dollars, excepting in accord
ance with the provisions of Section 6 of
Article 267 of the General Assembly of
the State of Louisiana, for the year 1914
and the amendments thereto.
ARTICLE V-All of the corporate
powers of said corporation shall be vested
8a and exercised by a board of directors
to be composed of not more than seven
(7) and not less than three (3) stock
holders, a majority of whom sitting at any
time shall constitute a quorum, said di
rectors to be elected annually on June lst
ft each year, beginning 1922. Each stock
holder shall be entitled in person, or by
writton proxy, to one vote for ench share
of the capital stock held by him and stand.
Lag in his name on the books of the cor
perdieo. or he may send his vote by let
t-, the signature of whleh must be ac
henowleded before a notary public or
mther ocer anthorlsed to take affidavits.
All elections shall be held under such
rules and regulatioans as may be deter
mlned by the board of directors, after le
gal notice of such election shall have been
given to each stockholder by mail, sent to
i last known address, or to be published
in aen of the daily newspape, published
in th EUnglih langnuage. 1 the City of
New Orklens, for at least fifteen (I) days
proneedinr such delettio The directors
thue docted shall coatlinue ain office auntil
thir ceomsors shall havo been duly
elcted and oqualied. No failure to elect
shall be rgarded s a fordelture of this
earter. Any vacancy occurring on such
beard of, .drtrs shall he illed by the
,ln, drc for the uxetd
when vacancy shll he coa-idoted
o eslst at any time when the maximum
-mber of d4irector provided by this Act
ot Iaorporation are not in ofleo and act
tlj as servlng.' Said board of di'retors
n at Its fIrst meeting afte Itts sc
en, slete fLom itso memers a president,
one er moe vicqipridet, a oecretary
Strenur8r. ,It may comblne the of
--n o e emeratary and tresurer into one,
may oven ct  secret who need
he a stockolder or dlrector. Sadi
e diretrs shall have the right and
eto appoinat and dlscharge seeu elerks
mployeea of the corporation, Lnelud
the meetary, who is not a stockholder
* dretor, a onditioen may jutify or
_ h uiese of the eorporauon may re
b athonly a matter o short tnme.
Do't wait until pains and aches
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ar, bladder and uric acid tmuhles-teo
usionl Remedy dt HolMad since Ig
mateed. Three eas, a drugglem. I
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or 90 ITO ~ T T' p'Eu H. m 'Lo bOBBYB ARLvt U
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quire. The tenure of office of all of the
employees of this corporation shaball be
during the pleasure of the board of di
rectors. The board of direetors may, from
I among its members, appoint an executive
committee, which said committee shall
consist of three members including one of
the officers of the corporation, and the
board of directors may delegate such man
agerial powers as it deems necessary to
the executive committee, which said com
mittee shall report at each meeting of the
I board of directors. The board of directors
may name and appoint such other com
I mittees as it may seom necessary for the
purposes of the business of this corpora
ARTICLE VI- No stockholder shall ever
be held liable or responsible for the con
tracts, faults, debts or duties of this cor
poration, nor shall any mere informality
in its organization have the effect of
rendering this charter null. or of exposing
its stocukholde.rs to any liability beyond
that every subscriber of the capital stock
of this corporation, though not a bolder,
shall be personally liable to the creditors
of this corporation to an amount only
-equal to the unpaid balance on the stock
for which he has subscribed. Trans
ferees shall not be liable unless it be
shown that the stock was acquired with
knowledge of the condlitons which would
make the subscriber liable; where both
subscriber and transferee are liable, the
liability shall be in solijo, and the lia
Iility shall continue as to both, after any
disposal of the stock. Further, that if
stock be issued for property in violation
of the provisions of Act 267 of the General
Assembly of the State of Louisiana for the
year 1914 and the amendments thereto, or
if any dividend or other distribution of
the assets be made other than from net
profits, or If a reduction of capital be made
under the guise of a loan to stockholders,
or if any report or statement or public
notice shall not be made as required by
law, or if made shall be false in any ma
terial representation, the directors of this
corporation voting or assenting thereto
shall be jointly and severally liable to the
creditors of this corporation for any loss
or damage arising therefrom, and in case
of report%, statements, or public notices
required by law, the officers shall be joint
ly and severally liable with the directors.
as provided above, provided, however, that
if the knowledge required for the making
of the statement or report prescribed by
law be not practically obtainable, the of
ficers or director making it shall not be
liable as herein set out, except in accord
ance with the provisions of Act 267 of
the General Assembly of the State of
Louisiana and the amendments thereto
on thb subject.
ARTICLE VII--This At of Incorporra
tion may be changed, modified or altered,
or this corporation may be dissolved with
the assent of the stockholders owning two.
thirds (2-3) of the issued stock of this
corporation, or may be further nmodidied
with the assent of the stockholders own
ing three-fourths (%) of the issued stock
of this corporation; all as is provided by
Act 267 of the General Assembly of the
State of Loulsian for the year 1914 and
the amendments thereto, at a meeting of
the stockholders convened for that pur
pose and after due notice shall have been
given each of said stockholders as pro
vided for in Article V of this charter or
Act of Incorporation, except that whe.-n
ever in the judgment of the board of di
rectors it shall be deemed advisable, and
for the benefit of this corporation that it
should be dissolved, the board of directors
within ten days after the adoption of a
resolution to that effect by a -,ajority of
the whole board of directors, at a meeting
called for that purpose, of which meeting
each director shall have received at least
three (3) days notice, shall cause notice of
the adoption of such resolution to be
mailed to each stockholder, together with
a notice of the meeting of stockholders
tJ be held in the office of the corporation
to take action upon the resolution so
adopted by the board of directors. In case
of the dissolution of this corporation, by
the expiration of its charter or otherwise
the stockholders shall elect three (3) iiqui
dators from among its members who shall
have full power and authority to liquidate
and settle the business and affairs pf this
company. In case of death or disability
of any of said liquidators. the survivor
or survivors shall appoint a successor or
successors to him or them.
ARTICLE VIII--Until the election to be
held on June 1. 1922, the following stock
holders shall constitute the first board of
directors: J. M. Aucoin. Louis Broussard
and Joseph T. Buddecke, with the said
J. M. Aucoin as president; Joseph T. Bud
decke as vice-president and Louis Brous
sard as secretary-treasurer, the respective
addresses of these officers and directors
being as follows: J. M. Aucoln, 314 Royal
Street; Louis Broussard. 1327 Esplanade
Avenue; and Joseph T. Buddecke, St.
Charles Hotel, all of New Ofrleans. Louis
ARTICLE IX-The capital stock of this
corporation, after having been transferred
form this company to a subscriber there
of. shall not be sold or transferred or of
fered for sale or transfer by said sub
scriber without first having offered said
s-btk to this corporation at the then mar
ket or book value thereof, which market
price shall be ascertained from the then
prevailing market price of such stock, if
such a price prevail at such time. when
if not, the book value of such stock shall
be ascertained either by an agreement of 1
the" parties or of two competent and ex- I
perienced business men, one to be chosen
by the subscriber, and the other to be
chosen by the corporation, or the stock
holder or stockholders' prospective pur
chaser or purchasers, when if said two
parties cannot agree upon a book value.
said two parties so chosen to choose a
third party, when the majority opinion
shall prevail. In the event of the demise
of a holder or holders of the stock of
this corporation, the admistanstrator, ex
ecutor or representative of his estate is to
immediately tender such stock to this cor
poration and the stockholders hereof, on
the same basis unless it is desired to re
taln this stock as a part of the estate
of said deceased stockholder. Such offer
and tender to be made by the holder or
holders of said stock to thisl corporation
and the stockholders thereof, by the mail.
ak ofo a registered letter eontaintlng suech
oer or tender, addressed to the last
known address of this .corporation or said
stockholders. Buch offer, or tender to re
main open for a period of thirty days from
the date of msihqg of sod registred let
ter, when if not availed of, aid holder or
holders to be roleased to make a sale or
transfer uas he sees fit ln the event of
this corporation not availing Itself of I
such offer or tender, snch stock so offered
to be eqoually pro rated between the stock
helders of this corporation, should they
so desire to avail themselves thereof, when
if they do not, such stock might be pur
chased by nsuch stockholder or stockhlIdera
* desiring to acquire same, in a similar
proportion. To sach extent all stock is
sned by thbl corporation shall be aon-ne- '
ttabe, when this non-negotiability shall
e e vde. on the fae of each certificate I
so issued by a rubber stamp, the nature
of which is evidenced in the margin hereoft
opposite this paragraph.
ARTICLB X-Whereas, 1. M. Aucoln has
ofered for srle. on the baals of sanbserp
tiona to the capital stock of this corpora- t
tion, the property described in attached
statement, which was appraised by all of
the directors of this corporation, and con
cernlng an accurate, detailed and itemised
description thereof as to amount, location, O
extent, character and state of improvement
appear attached hereto, and which said a
hereinafter mentioned consideration is c
herewith being paid into the said J. H. d
Aucoln in the capital stock of this cor- 1i
poratlon, and acqulttance and receipt be- S
lug herewith given therefor, the property
described in attached document is oere
with and by virtne of these presents, sold,
granted, brIlained. set over, astijned· u
conveyed and delivered with full egaa
warrantles and with full substitutions and
subrogations to all rights and actions of ,
warranty, which said vendor might have
alnt any preceding vendeors, free from
aiencmbrsande oanoy kind or character ,
unto tes aid Royal Perfume Company,
Inc., said ropbrty s is herewith Delag
transferred is iocated at No. 814 andav
Royl street, and is fully described, item- I
sed and varlned in attached statiment.
Now, therefore, we, the underligd, a
consttuoting the fall beae of directors of
the aid Royal Perfume Company, Inc.,
s is provided by thee Arties of lacer
poraton, do herewith eertify that we have
illglently, carefully and fully investigated,
and ascertained the val of mid property I
that we found the same to be of a value
equal and equivalent to the sum of eight
thousand, seven hundred ($8,700.00) dol
lars, and we, the directors of this corpora
tion, hereby adjudge and declare that the
value of $8,700.00 as is herewith placed on
the said property. is fair, reasonable and
equitable. We. the directors of this cor
poration. do herewith further declare that
all of this property Is situated in the prem
ises No. 314 and 221 Royal street, in the
buildings where this corporation is to
carry on its business, and is to be used
as part and parcel of the equipment for
carrying on of the business herein con
templated. The said property being owned
by .1. AM. Aucoin and in consideration there
for this company is to issue to the said J.
M. Aucoin eighty-seven shares of stock of
this company at the par value of $100.00
per share.
ARItTICLE XI-The subscribers hereto
have written opposite their respective
names the amount of stock of this corpora
tion subscribed to by each of them.
Thus done and passed in my office at
the City of New Orleans, Louisiana, on
the. day, umonth and year first hereinabove
written, in the presence of Gladys Ber
niard and Jack Finney, competent wit
nesses, who have hereunto signed their
names together with said appearers and
me. notary, after a due and careful read
ing of the whole.
Names of subscribed omitted.
Witnesses: Gladys Berniard, Jack Fin
Notary Public.
A true copy of the original on file in
my notarial records.
New Orleans, Louisiana, August 23rd,
Notary Public.
1. the undersigned Recorder of Mort.
gages, in and for the Parish of Orleans.
State of Louisiana, do hereby certify that
the above and foregoing Act of Incorpora
tion, of the Royal Perfume Co., Inc.. was
this day duly recorded in my office in
Itook 1263, Folio 19.
New Orleans, August 12th. 1921.
Sept. 1-Oct. 6.
United States of America. State of Louis
iana. Parish of Orleans. City of New Or
leans, Be it known that on this 23rd day
of the month of August, A. D. 1921, Be
fore me, Allan Raymond Beary. notary,
public, duly commissioned in and for the
above named parish and state, personally
came and appeared the several persons
whose names are hereunto subscribed.
who. in the presence of the witnesses here
inafter n aed and undersigned, each and
:ll declared: That availing themselves of
tihe laws of the State of Louisiana, on the
subject of the incorporation of corpora
tions, and especially of Act No. 267. of
1914. they have organized, and do by these
presents organize and constitute them
selves, as well as all other persons who
may hereafter become associated with
them. into a corporation and body politic
in law. to enjoy corporate existence dur
ing a period of ninety-nine (99) years af
t.-r this date. unless sooner dissolved. and
iunder the following stipulations which I
they hereby adopt as their artkicles of iU
corporation. or charter, towit:
ARTIC'I.E I- The name of this corpora
tion shall be Lamulle-Darensbourg Corm
Plany. Inc., an dits domicile is hereby de
-lared to be in the City of New Orleans.
l.cte- of i.ouisiana. and all citations or
ether legal process shall be served on th.
president. and. In his absence, on the
ARTICLE II- The objects and purposest
of this corporation, and the nature of the t
business to be carried on by it, are here
by declared to be as follows: To carry
on and conduct a general wholesale and
retail grtoery and general merchandi.e
btu-iness: to buy and sell groceries, farm
products of all description; hardware.
furniture,. notions, dry goods, house fur
nishiugs; men. women and children's fur
nishings; to own, purchase, lease. sell or
construct and operate such stores, build
incs and ware-h'ouses as may be nue.- I
sary or advisable for the conduct of this
business. or of any of the purposes or ob- I
jet-ts herein stated; to purchase, lease, own.
sell or rent property. both mtovable and
IIlliMovable. and generally to do all things
that may be required or necessary for the
acwomplislencent of the objects set forth:
cland to make all contracts nlecessary or
expedient to accomnlp.ish any of said par
poses. And this corporation shall have
the power to do business in this State and I
in any other state or state's, and in any
foreign country.
ARTICI.E Ill-The capital stock of this t
corpioration is hereby fixed at the suIIe
of ten thousand t$10.000.00) dollars, all of '
whi.h shall be common stock. acnd whicih
shall consist of one hundred shares of thi
par value of one hundred ($100.00) dollars to
per share. Which stock may be increased
to $100.000.00. Said stock may be paid for t
in money. services rendered to the corpora- t
Lton. or in property tfansf-rred to the cor- 1
ARTICLE IV-All or the corporate
powers of this corporation shall vest in
and be exercised by a board of directors.
composed of three stockholders of this
corporation. to be elected at a meeting of
the stockholders held for that purpose at
the domicile of the company on the fourth
Tuesday of August of each year, beginning
with the fourth Tuesday pof August. 192:.
notice of which meeting shall be given to
each stockholder at least fifteen (15) days
prior to such meeting, either personally
or by depositing said notice in the post
office, properly addressed to the last
known address of each stockholder as
shown by the books of the corporation, at
least fifteen (15) days.before such meat
n:4. The first board of directors of this
coporation is hereby declared to be eom-nr
io.ced of Lubin X. Lamulle, residing at
416 South Pierce street, New Orleans. La.: a
Etlenne F. Darenabourg, residing at 3835 t
Tulane avenue, New Orleans, La.: T. W. a
Hemingway, Jr., residing at 3412 Canal C
street, New Orleans, La., and they shall t
hold office until the fourth Tuesday of a
August. 1922, or until their saneeesers are o
duly elected ,and qualified; with Lubinl
X. Lamulle as president, Etlenne F. Ra. c
renabourg as vice-president. T. W. Bem- 5
ingway, Jr., as secretary-treasurer. Thet
board of directors shall immediately after t
their election and qualification for office, h
select from among their number a presi- f
dent, a vice-president and a secretary and 5
a treasurer, provided the oefices of secre- a
tary and treasurer might be held by the
same person. At such election of directors, t
each stockholder shall be eatitled to east b
one vote for each share of stock owned by a
him, either la person or by written proxy, a
but voting shall not be camnlative. Ay n
vacanciea occurring on said board shallt
be filled by the remaining members, at any a
regular meeting. or at any meeting called tl
for that purpose by the president, or in a
his absence, by the viee-president. The
said board of directors ahali have power d
to appoint agents and empioges for this tl
corporation, or to remove fee same at b
pleasre, and they shall asim hat the
power to. fill any vacancies in their num
ber, and shall make esuch by-laws from
tlime to time and amend the same as they d
may deem expedient.t
ARTICLE V-This eorporatlion may be
uin butiness at once, the necessary amount c
af stock being subscribed for herein. of
ARTICLE VI-This charter may be 0
amended, the capital stock thereof in- b
?rasmed or decreased, or this corporation tl
lissolved, in accordance with the prov- el
ons of Act 267, of the Legislature of the fi
Itate of Louisiana for the year 1914. el
Thus done and siganed in my offces at
'ew Orleans. Louisiana, in the presence
If A. Claverie and D. Beary, competent
ritnesses, on the 23rd day of August, 121, A
efter due reading of the whole, the sub- B
sribers to this corporation hereby affix- Pr
ug their names and the amount of the dr
taoek respectively subscribed for by them r
ad hereby declare this to constitute their
"tok subscription list. N
(Names of subcribers omitted.)
I hereby certify the above and foregonlag m
Sbe a true and correct copy of the orig- di
nal act of incorporation of Lamunle- 61
marensbourg Companyr. Inc.. on file in h
New Orleans, Augst 2, 1921. dl
- Notary Pnbic I as
I, the undersige, recorder of mort
rages foe the parish of Orleans, 8tate of ak
oisiatna, do hereby eertify that the above re
tad foregoing Act of Incorporation of al
tile Lamulle-D'arelbourg Company, Inc,
was this day duly recorded in my office
in Book 12t1. folio -.
New Orleans, August 27, 1921.
Sept. 1- Oct. 6.
United Stat'es of America. City of New
Orleans, State of Louisiana, Parish of ur
leans lI. it known that on this the 2ith
day of the month of August, in the year
Nineteen Hundred and Twenty-One, and
of the Independence of the United States
of America thie One Hundred and Forty
tifth. lBefore me. Herbert W. Kaiser,
a notary public duly sworn, commislsioned
anti qualified in and for the Parish of Or
leans, State. of Louisiana, and in the pres
ence of the witnesses hereinafter named
and under.signed, personally caume and ap
peared the several persons whose nalmes
are hereunto subscribed, who declared that
availing themselves of the laws of this
state relative to the organization of cor
porations, they have covenanted and
agreed and by these presents covenant,
agree, bind, form and constitute them
selves, as well as such persons as may
hemreafter become associated with them,
Into a corporation or body politic in law.
for the objects and purposes, and under
the agreements an datipulations following
ARTICLE I-The name and title of this
corporation shall be Orleans Rice and Cof
fee Co., Inc., and under its corporate naume
it shall enjoy succession for the full term
and period of ninety-nine years from and
after the date hereof, and shall have poter
and authority to contract, sue and be sued;
to accept and receive mortgages, pledges.
and other hypothecations; to make and
use a corporate seal, and the same to break
tnud alter at pleasure; to purchase, receive.
lease, hold or otherwise acquire and con
vey. as well as mortgage and hypothecate
under its corporate name, property both
real. personal and mixed; to borrow money
and make and issue bonds and other evi
dences of debt and to secure the same by
mortgage and otherwise; to subscribe to
and hold stock in other corporations; to
acquire, hold and reissue shares of its
capital stock; to carry out all of the ob
jects and purposes hereinafter set forth;
to name and appoint such managers and
directors, officers and agents as the in
terest and convenience of said corporation
may require; and to make and establish.
as well as alter and amend at pleasure
such by-laws, rules and regulations for
the management of the corporation as may
be necessary proper and convenient; and
generally to do all suc hacts and things
as trading corploratlons are authorized to
do under the laws of the State of Louis
ARTICLE II- The domicile of this cor
piration shall be the Parish of Orleans.
State of Louisiana, and all citations or
other legal process shall be served on the
president of the company, or in his ab
sence upon the vice-president.
ARTICLE Ill-The purposes of this
corporation are. generally, as principal
or manditary. to engage in the buying and
selling. as principal or broker, at whole
sale or retail, of rice. coffee, sugar and
other products, and generally to do all
things necessary or incident to the proper
conduct of its affairs, whether specifically
enumerated herein or not.
ARTICI.E IV-The capital stock of this
corporation is hereby fixed at the sum of
thirty thousand dollars 1$30.000.00) divided
into and represented by three hundred
shares of the par value of one hundred
dollars t$100IO.O per share. The amount
of said stock may be Increased to ($500.
tgfO.01l five hundred thousand dollars. No
transfer of stock shall be binding upon
tile orporation unless made and recorded
upon its books. No stockholder shall
have the right to transfer or convey any
of his or her stock in the corporation un
less and until he. or she. shall have first
made . written offer to the other then
-t,.ikholders of the corporation or to the
corporation itself. to sell his. or her sto-k
to the itl at the valuation to be determined
tv thl hoard: and in case of dissatisfa,
tion as to the price set by the board, the
ilatter shall be arbitrated, one arbitrator
with the power of amicable compounder
to b"- appointed by the board. and one by
the. party desiring ot sell his stock, and an
tltmpire to be selected by those two, who
shall take oath. and whose decision sha:l
ibe final. and no recourse to the courts to
I.e thereafter allowed. Andrall shares of
stock when so purc·hased may be re-issueie
Snot lea,.s than par.
Such written offer shall be addressed to
the other then stockholders. and to the,
corporation ISself. collectiveJy. and shall
hI, delivered to the office of the corpora
tion Inot less than th. days prior to the
application for the transfer of the stock.
The corporation shall then transmit this
offer to the respective then stockholders.
nl '"h stock of the stockholder desiring
to sell shall be distributed pro-rata among
such of the other stockholders as desire
to pIurchase. in the proportions in which
rt.e stockholders desirous of purchasing
Iear to each other: and if the total whichl
sucllh other stockholders desire to purchase.
is less titan the total offered for sale, then.
after each of the other stockholders shall
have and taken and paid for the amount of
stock which he. or she. desires to buy, and
to which he. or she. Is entitled, then the
remainder untaken shall be open for pur
chase by the corporation itself: and unless
prohibited by law, the corporation may it
self use and apply Its surplus earnings or
accumulated profits to the purchase of
any stockholders desiring to sell of any
portion of that stockholder's stock which
none of the other stockholders may de
sire to acquire, provided that the corpora
tion shall not apply any of Its capital to
the purchase of such stock but shall al
ways maintain its capital animpaired.
The corporation shall have the right to
refuse to transfer any stock so long as the
stockholder 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 se
cure any indebtednea by the shareholder
to the corporation. bhould any of the
sto~k offered tfor sale be not desired by the
other stockholders, and should tt corpo
ration itself be unwilling or unable to pur
chase any of the same out of its surplus
earnings. within ten days from receipt at
the corporation's office of the written offer
to sell, then and thea only shall the stock.
holder desiring to sell be entitled to trans
fer suech nadesired portion of the stock to
such person or persona, and at esuch price
as he or she may ee It.
ARTItCE V-The corporate powers of
this corporaiten shall be exered by a
board of three directors, who shall be
stockholders in this corporation, and who
shall be elected by the stockholdersa an
nunally at a general meetingl to be held on
the 5th day of January and the sald board
shall have, and 1is hereby rvested with all
the corporate powers of this eorporhtion,
subject only to such restrletions as may be
hereinaftter meal~ped. Not less than two
directors shall neastitute a quorum for
the treansetion of any basiness by the said
board of diretors.
PFrom the said directors there shall be
elected annually a president, vice-presi
dent. and secretary-tresarer. The fol-I
lowing persons, each of whom are and
each declare to be a bona fde owner of at
least one nunpledged share of stock in this
corporation, shall constitute the Iret board
of directors: Arthur A. Hiller, Horace 8.
Oumbel. Horace 8. aumbel. Jr. The said
board of directors named above, shall con
tinue in office until their successoras are
elected. Each board of directors, at the
first meeting after their elction, shall
elect officers for the corporation as here
inabove provided. who bshalU likewie hold
office for one year.
The pesldent of this eorporation is
Arthur A. Biller, whose address isa 7300
Birch street, New Orleans, La.; the vice
president isa Horace 8. Oumbel, whose ad
dress is 4432 Carondelet street: the see
retary-treasurer is Horace 8. Gumbel. Jr.,
whoe addra s 4432 Carondelet street,
Notice of stockholders' uanual meeting
mrust be delivered either in perseon or by
depositing same In the post-ofice at least
aeen dabrr re esuch meetntag is to he
held. tr stockholders' meetinga s may
be held when ordered by the board of dI
directors, or the holders of at least 25 per
acent of the outstanding stock, after noie
a aforesaid. The board of directors shall
appoint a stockholder to act as commais
oinner at the eieeteions of the board of df.
rectors, and in the event of said commia
stoner failing to be present at the time
fixed for a meeting, the president shall ap
point another stockholder in his stead.
Failure from any cause to elect directors
on the day named for the purpose will not
dissolve this corporation, but the directors
in office, as well as the other officers of the
conlpany, shall hold over until their suc
cessors are chosen. In such event the
piresident shall cause another election to be
lihld within thirty days, and at a date
and hour named by him. giving notice to
the stockholders as required by law.
At every election and mteeting each
stockholder shall be entitled to one vote
for each share of the capital stock of the
courloration standing in his name, and he.
may vote such( stock by written proxy
given to any other person to represent him
at such meeting. The election of directors
shall be by ballot and the majority of the
amount of votes cast shall elect the pe-r
son or persons for whom they have been
AltT('L.E VI-A specIal meeting of the
board of directors of this corporation may
I,. called at any time for any purpose by
the president or upon the request of any
stockholder holding at least 25 per cent of
the stock of the corporation.
ARTICLE VII-This act of incorporation
may be changed, inodilied or amended, or
the corporation dissolved, by a vote of two
thirds of the entire capital stock present.
or represented. at a general meeting of the
stockholders convened for that purpose,
after previous notice shall have been given
in the manner above required to be given
of the annual meeting of this corpora
AltTI('I.E VIII-If this corporation shall
be dissolved, either by limitation or from
any other cause, its affairs shall be liqui
dated by three commissioners to be ap
pointed at the meeting of the stockholders
convened for the purpose of liquidation.
and to be elected by the vote of all the
stockholders voting upon a parity. Said
liquidators shall remain in office until
the affairs of the corporation shall have
been fully settled and liquidated, and they
.shall have full power and authority to
transfer and give title to all the property
and assets of the corporation, and to dis
tribute the proceeds. In case of death.
di.aiility, or resignation of one liquidator,
the vacancy shall be filled by the survi
AIRTICLE IX-No stockholder shall be
held liable or responsible for the contracts
or faults of said corporation in any fur
tiher sum than the unpaid balance due on
the. shares of stock owned.by him, nor
shall any mere infoermality in organiza
tion have the effect of rendering this char
ter null or of exposing any stockholder
to any liability beyond the unpaid balance
due on his stock.
In order that this charter may serve as
the original subscription list, the subscri
bers hereto have indicated opposite their
respeutive names and signatures, the num
ber of shares of stock subscribed for by
each of them.
Thus done and passed in my notarial
office in the City of New Orleans, State
of Louisiana, on the day, month, and year
tirat written above, In the presence of
Fred A. Wulff, Jr., and Gladys Jene, com
petent witnesses, who have hereunto
subscribed their names together with mre.
notary, and the said appearers, after due
reading of the whole.
Witnesses: Fred A. Wulff, Jr.. Gladys
Horace S. Gumbel. 150 shares; A. A. Hil
ler, 100 shares; Horace S. Gumbel, Jr., 50
Notary Public.
A true copy:
Notary Public.
Sept. 1-Oct. 6.
United States of America, State of Louis
iann. Parish of Orleans, City of New Or
leans, be it known that on the 23rd day
of the month of August, 1921. before me.
lIaniel Wendling, a notary public. dul)
conmlulssioued and qualified in and for
tihe Parish of Orleans, State aforesaid.
therein residing, and in the presence of
tihe witnesses hereinafter named and un
dersigned, personally came and appeared.
the parties whose names are hereunto sub
scribed, all of the full age of majority.
who. declared that, availing themselves of
the constitution and laws of the State of
Louisiana relative to the organization anti
formation of corporations, and more par
ticularl) Act No. 267 of the acts of the
legislature of the State or Louisiana for
1914, they have covenanted and agreed,
and by these presents do covenant, agree
and bind theuselves and those who may
hereafter become associated with them,
and their successors to form themselves
into a corporation for the objects and
purposes and under articles of incorpora
tion following:
ARITICLE 1-The name and title of this
I corporation shall be and is the Livingston
Finance Corporation, Inc.. and under its
said corporate name it shall have power
and authority to have and enjoy corporate
existence for a period of ninety-nine years
from the date hereof.
ARTICLE II-The domicile of this cor
poration shall be In the City of New Or
leans. State of Louisiana. All citation
and other legal process shall be aerveu
upon the .president of said corporation
or. in case of his absence or inability to act
or in case of vacancy in the office, upon
the vice-presldent, and in case of absence
or inability or resignation of both the
president and vice-president, upon the
secretary. The president shall be the ex
ecutive officer of the corporation; he shall
preside at aU meetings of the board of
directors and stockholders.
ARTICLE III-The objects and purposes
for which this corporaton is established,.
and the nature of the business to be car
ried on by it, are hereby declared to be.
as foliows to-wit:
To develop improved and unimproved
property for its own account and for the
account of others; to engageo in the bsail
ness of lending money; and to conduct a
general loan business; to advance and lenad
money or give credit to such perseona and
on such terms uas may be expedient, and in
particular to customers and others having
dealings with the compeany, and to give
guarantee and become secrity for au)
such persons. To borrow money; to make
and issue bonds or obigatles of this
corporation from time to time for any of
the objects or purposes of the corporation
and to secure the same by mortgage,
pledge, deed of trust or otherwise To
draw, make, accept, endorse, siga, dis
cont, elxecuto and lease pronmasory menotes,
bills of exchange, warrants and other in
struments either negotiable or aon-negoti
able. To advance money on property,
real or personal, movable or immovable
snd to take mortgages, pledges or any
other security therelor; to issue all kinds
of certiicates of indebtedness, the same
uas natural persons; to give pecuninry aid
to any person, Arm or corporation that
the corporation shall deem in need thereof
by ~loans of moesy at inteet upon the
pledge, mortgage or hypothecation of real
or personal, movable or immovable prop
erty, or upon any other security which the
corporation may deem suffticient; to buy
assets of all kinds at Judicial, fiduciary,
trusteoas, mortgagee's and other liquidat
Ing or private sales, and to convert the as
sts so bought Into money, and thereby re
alise thereon, in so far a such may be
necessary to protect any interest, right,
equitable or legal, that the corporation
may have as to the propesty, right or in
terest sold or against the cattl que trust,
pledgor, mortgagor or other party, for
whose interest or account the property,
right or interest may bd sold. To pur
chase, hold, assign, transfer, mortgage, I
pledge or otherwle dispose of the shares
of the eapital stock of, or any bonds, es
curities or evidences of indebtedness creat
ed by any other corporation or corpora
tions, assoeiation or associations, company
or companies, person or persona of this I
or any other state, territory or country, I
and while owner of auch stock, to exercise
al the rights, powers, and privileges of
ownership, including the right to vote there
on, conformably to and in so far as such I
rights powers, privilegs are u ot limited
or restricted by the laws of the state,
territory or coontry having juriedlction I
theref; to use and apply this corporations I
srplus oarning annd accumulated profits
to the purchase or acquisition of shares of
its own capital stock from time to time
to such extent and tin such manner and
upon such terms as the beerd of directors
may determine. To acquire by purchase,
grnt, or otherwise acquire, own, hold,
buy. sell. convey lease, mlortun:e. :.i'd . r1
'rutmber real astlate tandl othllr Iri ..
personal or mised. uio ,bl ti or ,
t,ble. To act as real estate a'.t1 ,in- r i.
agenllts ill all of their irant he. 'Io .: r
in to , w a ke, ip erf. ,r - a as it .a r !,,, ..
traits of every kind for anry lalt il I I ,
tose, with any person, ttrln jr * T 'r;,,,r;,,
or association as tar as the ; .e ti . ,, 1t, "
necossary and inlcidel tal to a1 rry ,
linrposes of this corporatl iion. 1 . ,.
one or rlore oldices to carry ,in or , ,;
any of its operatio.ns and buli,u!-. r ,
-ihase or otherwiise a quar, hd
mortgage, sell, tcoinuey or othi.trw,
Ouse of. real or Iperso~nal, OII.I L.
umovabh, property of every cl:. a.i ,i
scription in any of the states, di trl . t. Ti r
ritories, or coloni, iof t lh-ie t - i.":
and in any and all foreign iountrl. ti
ject to the laws of such state.. litri, t. ,t r
ritory, (colony or I-ountry; to Iui. alli I,
suled in its corlporaate lliilie; to rakl . ind
use a corporate seal, the swilll to a ii.r
or break at pleasure. T'o nallil and .l,
point such managtrs, nliri,,tors, offi, r.
ilerks, or agents as the interest and cai.i
veniece of said corporatlionrl ly retitllre.
and through its board of directors to, u a,.
and establish such by-bitcn and rutles ,i1l
regulations for the proiper uandt.ti.t
and regulation of the business alld aft.ir
of said corporation, as Illay be nliec..arT
and expedient; and the samlle to alter anli
change at pleasure, and to g. nerall) do
any, all and everything pertllent to. ,or
in anywise incident or necessary for said,
Itpurpo.ses or business of the corrlitrat,tio
without limitation or restrictiton by reter
ence. inference or otherwise, the objeui,.t
and purposes herein set forth being tlon
sidered, construed and interpreted both
as to objects and powers. To exer, ie
and enjoy all powers, rights. and prisl
leges of whatever nature as are now,
granted under the law of the State of
Louisiana., as well as such as may here.
fter be granted to corporations of this
character. lald corporation mlay exer
else its corporate powers in any other
state or territory in the IUnited 1stat.
or foreign country that shall permit thile
samnl, and n:a) exercise any and all of the
above powers and any additional powers.
rights or privileges that may be granted
to torporations of this character by the
laws of cucn state, territory or countr).
To carry on any and all tusiness enter
Irises. the same as a natural person.
ARTI(.E IV-The capital stock of this
corporation is hereby fixed at the aunm or
three hundred and fifty thousand dollars
(350.0U0.00) divided into twenty-live thous
and dollars ($25,000.00) of common stock
and three hundred and twenty-five thous
and dollars ($:.(0.000.0U of preferred stock,.
all at the par value of one hundred dol
lars ($100.00) per share.
All stock subscribed for shall be lpa
able on such terms as the board of di
rectcrs may determine.
This corporation shall be a going con
cern and may commence business as soon
as fifty per cent of the said capital sto i
shall have been subscribed and ifty Ip r
rent of the amoutit thereof actually p..id
All transfer of stock shall be made on
the books of the corporation by surrendier
of the original certificates properly ,n-.
dorsed for cancellation by the stockho.der
in whose favor said stock is issued, or by
his duly authorized agent in writing.
The preferred stock issued may be in
creased to one million dollars ($.llAP1.
000.OO). but no preferred stock shall enjoy
voting powers, provided the Increase is
voted for, at a meeting duly called, by
two-thirds of all the common stock.
ARTICLE V-The common stock shall
have the complete and exclusive control
of the affairs of said corporation, and the
exclusive right to vote at all stockhold-ers
ARTICLE VI-Preferred stock shall be
entitled by preference to a dividend on
stock of eight per cent non-accumulative.
and any excess of profits over that anlount
shall be apportinoed and paid to the con.
mon stock up to eight per cent. Any ex
ces, after apportioning dividends as afore
said, shall be divided and apportioned
equally between the two classes of stock.
ARTICLE VII--All the corporate power..
of this corporation shall be vest.,d in. and
extrcised by a board of directors to L"'
elected arnually composed of not less thain
three, nor more than eleven members, who
shall be bona fide owners of common stock
standing in their names unphldged and an
incumbered. r
A majority of the said board shall con
stitute a quorum for the transactioa of
bu inress.
Until the third Tuesday in August,. 12.
the following named persons shall con
stitute the board of directors of this cor
poration, to-wit: Edward I. Stafford. L.
W. Rawlinga. Anthony Ruoso.
All elections shall be by ballot, and each
holder of common stock shall be entitl.edl
to one vote for each share of .aid stsck
standing in his name on the books of the
corporation, the vote to be cast in person
or by proxy; it shall require a majority of
stock present or represented to elect.
Failure to elect a board of directors on
the third Tuesday of the month of August.
of each year, or on the 3rd Tuesday of
August. 1922, or at any other time here
after shall not work a forfeiture of this
charter, but the old board of directors
shall remain In office until their succes
sors are elected and assume duties.
The officers of this corporation shall
consist of a president, vice-president and
secreatry and treasurer, and the board may
combine the office of secretary and treas.
urnr so that same may be held by one and
the same person. Until the election in
1922, the following persons shall constitute
the oflfcers of said corporation: Ed. S.
.9tafferd- Prsident; L. W. RawUngs, vice
president; Anthony Russo, secretary-trss
ARTICLE VIII-8tockholders' meetings,
other than that for elections annually of
members of the board, may be held when
ever ordered by the board of dhictoer, or
reqneatd by U per cent of the out
standing common stock.
Notice of such meetinga shall be given
in the mannee required by law by er
sonal notice to each common stockholder
by depositingi n the mills, properly ad.
rsds, written notice of the meeting so
that each common stockholder shall avre
at least 15 days notlce thereof. Common
stockholders may, however, waive written
notice and apper in person or by proxy.
ARTICLE - - --Thi charter may be
amended, modified or altered with the
ensent of two-thirds of the amount of
te common stock, present or repreented,
tion convenb_ for stuc porpoSe after due
notice as heroineofore provided for. Any
and all meetings whether for the purpose
o , lqdti or for any other purpose,
may be beld at any time without notico by
unianimousl cuat of all stockholders, in
writn t ied with the imecretary.
ARTICLE m -Thla cornporation may be
diasolved and its aairs lqldated rwn
ever in the jud ment of the majority of
_tho whole bo- of dirctorsr it shall be
deem avisuable, it ratified by a two
thlrds vote of aIl common stcholders,
or by the consent, in writing, of all of
the ouututnd1ng comnron stock, in which
event no rmeetin shall be necesaery.
Whenvaer this corporatior ia disavoied
bfor any ca, its ahars slds be lquldated
under the -upd mptender of three com
mon stocakhlers to be chosen for that
p urpose by a majority of the outstanding
common stock. They ihall remain in ofnfce
ntill the affairs the said corporation
are wound up and fully iiquidate(. In
cs of the death of one of said emmis
sioners, or of the refusal or inability of
ne of them to nact. the remaining iqualda
tor shall continue to act with full power
In the place and stead of the commissioner
who ceasod to act.
ARTICLE XI--No stockholder shall ever
be held liable or responaible for the con
tracta or fauilt of thin corporation in any
further osum than the unpaid balance due
the company en the shar1 of stock owned
*r subsclibd for by him; nor shall any
rmality in organlisoton have the effect
freind thla charter null and void,
Sr oi exposing the stockholders to any
Thus done and passed at my office. in
the City of New Orleans, on the day,
month and year first above written, in the
Prespce of Mesrs. F. B. Freeland and H.
Brown, c_mleett witneesse who here
suto sin their names, together with said
the whol anotr rreadingo
rin l sied by subscribers
witsas: . B, Freeland, H. Brown.
A true copy:
Notary Public.
I, the undersigned Recorder of Mort
in aod f
4Lou 5
'" f th, Llofth
:,.. I, c., L 1t
' ' I ritL
a* loneir L to
'-Sione p 1 4
Itr I thep n pers
r t oher dlu]eeft
o rt n t D ia
in New Ori
tial procet s oall
Its p'reeldent *
Its s(e'retary: I Ia
ge or pledg
id Ten orLe forL
1.r. olaletl l o b al
'i such other y,
uir my reanto ag e
rsrtioaload ora sa...ni
ithis eta r-e.
ARTICLE II-_[yllll
d thle natnse,
ri on by l it ae s...l
mall um othef r Ia
or wla y hr eafte.in
ription und esi la
tOltiection sta --e
line theonatud (fl L
vriedn bity it  the
, .and hHPI~
oall th uthera rit,
,r ernt of itd k_ýsawn
ofih cosrptld ate~
ondpcted by a bet I
lincavent of n e -
nil in the C -ty -- -
shall c tauldl tha .lI
They shall oold
T'in theratp lisai a
ofu annually thesi
corporatioL after j.
gi,,n all stockhlia
days prior therlte. A1 .
holders shall be alma
'anc ohn the
it shall be oste by
tors nfrom smeal be
rema tder of ithe lrn i
officer whose vacw
poration. 1halt i
vice-prealdel staa
yu rer. The ie,
urler may be held hy,
sirst Monday s a
their thccee mg ys
t'. lnnet. aae U b
-s' fdola nr., shah
tioofon directors, et
the boanYrd a
annual meeta s lld
number the preiiug
secretary and tin .
and amend or eheep
discretion. ,
amended in all
law, and the
hat esubet. I the
liquldaton. the o
from their naml
shall be vestei
ts affairs biy t1
the payment it Ml
the corporateols ad
ruem . Tfrthe
beyond say
due by him
render theis ohale
.tockhldees tb ag
yond the amest e
iont. th
unless estered h
stockholder shab
his stock oe the
eredit in a
board .t
twenty ( dU
hale of t he o
ires to. b•
on behalf 1
_he face et ese
the City .t M..
written, In the
_ad 3. Gesoser,
hente re illp e
ootary, after du4
The foregelte
I hereby cerlg h
x nf o Inro t
irnniquoiuon a
Io be a t
ew Orlisam sa
Delirlege fuai
We Makes

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