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of America, State o lia h of Orleans, City of Be it knon. That on this dy of the month of Oe . o our Lord one thou twenty two (t1S2), - s depeendce of the United -iccM the one hundred and before me. Cuthbert S. ublic, duly commia ifedin and for the te aforesaid, therein re ,i t presence of the two n. tentt witnesse per - -e,,p.aredn the partleas are herseunto subscribed. d ardeclared that, availing vlsions of the laws an partScularly Act 130 oi this State for the all f laws amendatory . the same subject-matter, e ted and agreed, and to do covenant and themselves and those ofter become associated iorder to form and con tion or body politic in pbDh.tI and purposes and slipsitions and conditions wit. L--Yhe name and style of shall be the PELIQAN jASSOCIATION. and un te name it shall have the authority to contract, sue to make, have and use a sell and the same to break, a at pleasure. to name such managers, directors Sthe interest and conve hco rporation may n re S ce and establish and by-laws, rules and reg fr the proper manae t55lation of Its affairs as and proper to carry t s and purposes of said To hold, receive, lease. a Tonvey, mortgage and its corporate name, prop geal and personal: to lend ecartties: and said corpora soemer dissolved. In accord thLs carter, shall exist and a ad duing a period of rs from and after date n.-The domicile of this - hall be In the City of New S of Orleans. State of i all citations and other all p be served upon the -t ti his absence or inabil upes the Vlce-President, and or inability of both of to act on the Secretary jL the objects and pur this corporation is th sature of the business at by it. is stated and de :t provide for the accu a find from payments made a the subscriptions to Sfrom rentals, bonuses, hags ad other sources, as aemnlate shall be r of assisting the Scorporation in pur and improving and estate and homes situated af New Orleans and the 3alasoe and St. Bernard " aeumbrances therefrom; tha prpose of lending or otherwise, to its tb above ends it shall ed rporation to pur -y shareholder, or any 1 real estate, improved au to sell or dispose a the o condition or repa ring or buildlng h any member or other to make all on .49 al sets requisite or n aorder to carry 1 purposes of this is that of a Rome aD e which acts anad may do as it in thgi charter. capital stock of be five million divided into and taoussad (50,000) aSa iet one hundred psh. bid stock shall to be known steak sad full Current or In e mai for is sc at thi As pi r in all hbe a going he. the right to to~ sed for toetefo m4 after oem eat theoo shsfl t o eash. a#nssitbe of at last e which Ucard oe by the share the a-a e..a shali e f thee shad together with the said appearers, and I me, notary, after die reading of the whole. Ameuat Aipount flil current m paid installment Appearers: stock stock Leon D. Hubert .......... $1,0 84,0 M. A. Becnel ........ 1,0 .000 Louise A. Landry .00 R. 8. Landry. Jr- ...... 400 Albin Provoety, Jr. ..500 Frank A. Durr .... .... 00 Chas. J. Darr .....00 Jeanne Arnoult ....... . 200 Marcellle M. Landry .... 500 Mrs. Robert Chapolt .... 200 4,000 Miss A. Brockhaus . 500 Miss Odile V. Hubert... 00 5,500 Mrs. Leon D. Hubert .... 200 I. B. Rennyson ......... 100 1000 Peter E. Young ............ 500 Jules J. Viosca ........ 500 1.500 Hy. Arnoult .............. 90 Gus Blancand .......1.000 1.000 J. E. Hubert .................. 4000 G. B. Baldwin ..... 200 1.800 F. W. Kallenberg. Jr..... 1,000 R. A. Judice ... 100 W. E. Wainwright ...... 500 H. H. Prados .. 1,000 Mrs. A. B. Wulff .......... 1.000 Mrs. R. S. Landry ........ 200 Albert Chapoit .............. 1.000 Matthew Hogan .......... 1.000 Helen C. Arnoult ... 200 Warren B. Phillips, Jr. 300 J. M. Carbine 2.000 S. K elly ...................... . 500 Lonnie Meylin 5............ 500 C. A. Zitzman .............. 1.000 J. N. Landry 1.000 E. M. Rea . 2.000 Mrs. H. J. Bordes ........ 500 Mrs. A. J. Bordes ........ 1.000 . Mr. H. .. Bordes .......... 1.000 E. W. Smith .................. 100 1.000 Severin L. Frey ........ 1.000 W . L. Ward .................. 1.000 E. J. Hubert .............. 1.000 Iawrence J. Baldwin.... 500 Lawrence J. Baldwin. Agent .... ...................... 1.000 Max N. Kohler ........... "00 1.000 B. C. McClellan ......... 200 2.000 C. F. Forestier .............. 1.000 M. A. Becnel, Agent 3.000 Rene A. Viosca ............ 200 4.800 Rene A. Viosca. Agent. 500 4.500 Joseph Haspel ......... 500 Josephine Savole .......... 300 Edard' Haspel ........... 500 4.500 Ernest W. Jones .......... 500 4.500 R. B. Roessle ........... 00 4.500 T. Y. Sanders ............ 500 4,500 J. Floyd Hodge ......... 100 900 A. Chisohn ..................... 1.000 Witnesses: Muriel Saxon, John J. Jackson. CUTHBERT S. BALDWIN. Notary Public. A true copy. I. 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 Incorporation of the Pelican Homestead Association was this day duly recorded in my office, in Book 1279. folio -. New Orleans. Oct. 24th. 1922. (Signed) ROBT. SCOTT. Dy. R. (Seal) CUTHBERT S. BALDWIN. oct26-nov30 Notary Public. AOT WO. -. C@] AT, OOES3ALTOnD. earr-.lA 08v80.WI SAt. Ostebew 1st, 1913. United States of America, State of Louisiana, Parish of Orleans, City of New Orleans. Be it known. That on this, the 1st day of October in the year of our Lord one thousand nine hundred and t*enty-two (1922), and of the In dependence of the United States of America the one hundred and forty seventh, before me, James Clark Ilen riques, a notary public, duly commis sioned and qualified, in and for the Parish of Orleans, State of Louisiana, therein residing, personally came and appeared the persons whose names are hereunto subscrlbed, who declared that. avallng themselves of the provisions of the laws of the State of Louisiana relative to the organization of corpora tions, and more particularly of Act No. S2T of the General Assembly of the State of Louisiana for the year 1914. airoved July 9th. 1914. they have cov enaanted and agreed, and do by these Iesents eovenqat and agree, bind, form end constitute themselves, as well as such persons who may hereafter jota. or become associated with them, into a corporation and body politic in law. for the objects and purposes and under the agreements and stipulations follow lag-to-wit: ARTICLE L-The name and style of this corporation shall be NEW OR LEANW CHEVROLET SALES COM PANT, INCORPORATED," and under that same it shall have and enjoy all the rights, advantages and privilege sunnted by law to corporations;: It shall exist for a pleriod of ninet-nlne years from this date: it saall have the power to contract, see and be sueed in its cor perate name: to make and use a cor prate seal, the same to break or alter at its pleasure; to have and employ such mansgrs, directors. officers. agents and other employees as the In tis mad require or demand; to nmake Setablis such by-laws. rule and and estatblish such by-laws. rules and mat sad astrol t the attairs of the esouation as mapy be deemed necs ary, easvealat ad expedmient. ARTICL IL--The domelle of this sheltle at be th the City of New d Stat e Lis·lana. end all he serd o the Pedsnt, or, in hs asbec u the Vioe.PRelut. ased. and the nature ot the boaaess to be carried u by t. re hereby e- eaned ts be a mfl@wm-to-wlt To Sto the basiaao eo sellian, pur busInes. ci sai al .atoicile parts sad seeseseries and to matatl and oeate a grage. * and ema-.* todo ed perform ass t o thig e ea . eaeme t o peper fao two can AW amar xY.T pa t o an4 mm-honNnd •2. o the am may at ete a I~irstkv - 'nb· ^"~lr- ~ _~a.dYa ...- - . CA.RT . holders wamag two-thirds of all the stock of the rp"rapotion at a general meeting convened for that purpose. and ftttr at least fifteen days' written notlee of this meetlag has been given personally or through the mail to each stockholder at his last recorded address. In case of dissolution by the expira tion of this charter, or otherwise, after complianee with law, the stockholders shall elect two liquidators from among their number to liquidate and settle the business and affairs of the corporation. The said liquidators shall have full power to settle the corporation's debts and divide the remaining money among the stockholders. In the event of death or disability of any one of the said liqul dators, the remaining liquidator shall fulfill all the duties of liquidating said corporation. Said liquidators shall have the power to fix and prescribe the. terms of sale of said property and the manner in which the sale shall be made They shall be vested with full. final. and complete power and authority. necessary, proper and expedient to do and perform any and every act and1 thing necessary to wind up and liquti date the business and affairs of the corl oration. ARTICLE VIIT.-No stockholder shall ever e liable, or responsible for the contracts, faults or debts of this cur. poration. nor shall any mere infor.nality in its organization have the effect ot rendering this charter null or of expos ing a stockholder to any liability Ie yond the unpaid balance du- on the shares of stck sul,bscribed for or owned by him. ARTICLE VIII.- The subscribers hereunto have respectively written op posite their names the amount of stod: in this corporation subscribed for by each of them. so that this act of in corporation may also serve as the orig Inal subscription list of the corporation. Thus done and signed, at my office in the City of New Orleans, on the day. month and year first above written, in the presThnce of Frank T. Doyle and Clarence J. Lauve. competent witnesses. residing in this Parish. who have signed these presents, together with said ap pearers. and me. notary, after due read ing of the whole. (Signed): G(eo. W. Stem, Edw. Her on. llarrv A. Thompson. Frank T. Doyle. C. J Lauve J. C. HENRTQITES. Notary Pub!!c. I. 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 or Incorporation of the New Orleans Chev rolet Sales Company. Inc., was this day duly recorded in my office, in Book No. 1279. folio -. New Orleans. October 19th, 1922. (Signed) ROBT. SCOTT. Dy. Recorder of Mortgages. I. J. C. Henriques. hereby certify that the above is a true and correct copy of the original Act of Incorporation on file in my office. (Signed) J. C. HENRIQULES. oct26-nov30 ACT O1 AXmNDwWT3 TO OC*ATUI OF NATIONAS SAs AND DOUR COOPANT. United States of America. State of Louisiana. Parish of Orleans. City of New Orleans. Be it known. That on this 9th day of the month of October. in the year of our Lord one thousand nine hundred and twenty-two, and of the Independence of the Unite l States of America the one hundred and forty seventh, before me, Herman L. Barnett a notary public, duly commissioned and qualified. in and for the Parish of Or leans. State of Louisiana. therein resid ing, and in the presence of the wit nesses whose names are hereunto sub scribed. personally came and appeared Eugene H. Roberts and William Mason Smith, both of the full age of majority. said appearers being the Secretary Treasurer and director, respectively, of NATIONAL SASH AND DOOR COM PANY. a corporation created and organ ised under the laws of the State of Louisiana, on the 19th day of October. 1910. by act before Meloncy Charles Sonlat. notary public, recorded In the Mortgage Office for the Parish of Or leans, In Book 1018. folio -. who de clared that at a meeting of the stock holders of National Sash and Door Com pany, held at the office of the corpora tion on the 4th day of October. 1922. at which meeting nearly all of the capital stock of said corporation was present, or represented by the holders and owners thereof. In person or by proxy, it was unanimously resolved that Articles V and VII of the charter of the corporation be amended so as to reads as follows. "ARTICLE V.-All corporate powers of this corporation are hereby vested In its Board of Directors. Said Board of Directors shall be composed of six stockholders and shall be elected an nually on the First Wednesday after the first Monday in October of each and cvery year. All elections shall be held at the office of the company. after a previous written notice mailed to the stockholders, to the last address fur nished to the company. senat at least five days previous to said meeting, and the mailing of each notiee shall constl tate proof of service, and the directors elected shall serve until their smcces sora shall have been duly elected and qualitfied. The directors shall have the right to vote by proxy at any meeting of the Board of Directors, provided aid proxy is given to some other director in this company. Any vacancy oeeur ring on samid board from anmy cause whatever, shall be filled by the remain ing direetors. The Board of Directors shall elect from among their own num ber a Preldent. a Vice-President and a ecrtary-Treasurei. "ARTICLB VII.--This act of incor poration may be changed, altered or amended by the vote of a majority In amount of the espltal stock of said cor poratiop. and may be dissolved by vote of two-thirds In amount of the capital stek. at a general meeting of the stock holders. alled for the purpose, after tan daysJ prevlous notice of said meet in shall have been once publlshed in on of the newsapers of the City of New Orleans. and after ten days' writ ten notte malled to the stockholders at their last known place of bestnoe or And the Mid aporers further de edared that they are authborled. em powered and directed to sign and ox eto all -nc r aets ad proceed Ins to earry out and e.ffet the said amendmenta: and they do now appea before is notary, in order to malte iroer niutral eos d of said tmend smt and t t outh sa me recar ded as s al of m tl nt of said stohnMld gear med 0. 3. Wren. eempetent wit aess w e o be euto artixed thei ( Wn. Mass Smithks. ulgo ee . Win ss e a1. ws . en . Wea. -lllm, - .L w---I-- st ~norr A rt hrin. Wus umduAN am S mis~g ss = rbf enjoy succession and existence for a period of aninety-nine years, unless sooner dissolved, and shall have all the rights, privileges and immunities which are now or may hereafter he granted by law to corporations of the same kind and character, and under said corporate name it shall have the power and authority to contract, sue and be sued, to make and use a cor porate seal, the same to break or alter at pleasure, and to make all necessary rules and regulations for its corpor ate management and control. ARTICLE 1I.-The domicile of this corporation shall be in the city of New (,rleans, Parish of Orleans, State of I.ouisiana, and all citation and other legal processes shall be served lupon the President, or, in his absence of in ability to act, then upon any other officer or agent of the corporation, in accordance with existing provisions ot ARTICLE III.-The objects and pur atses for which this corporation is or ganized and the nature of the business to be carried on by it are hereby dei c:ared to be. To buy and sell. ndi generally to deal in packing-house products of all kinds; to manufacture food products of every kind from ani mal substances, and for that purpose to acquire, by purchase. lease or othler wise, factory sites, buildings. machlm cry and other appliances. as well ash refrigerator and cold storage plants. :anli to operate the same in aid of its hlliness; to acquire the proptrty, as sets and good will of the buslness of Louis J. Artigues. and to continue the operation of the business so establishell by himt in this city for the manufae' ture of sausages, smoked meats and other packing-house products. and gen erally to do and perform all things in cidental or germane to the objects and purposes above expressed. ARTICLE IV.-The capital stock of this corporation is hereby fixed at the sum of twenty-five thousand ($25.000) dollars. divided into two hundred and fifty (250) shares, of the par value of one hundred ($100) dollars each, allI of which shall be common stock, and the amount to which the capital stock may be increased is hereby fixed at the sum of fifty thousand ($50.000) dollars: the said stock shall be issued on'y for cash or in payment of prop erty or services actually received by or rendered to said corporation: said stock shall be fully paid for at the. time of its issuance and thereafter be non-assessable. Fifty per cent (50%). or twelve thou sand five hundred ($12.600) dollars of the capital stock shall be subscribed before the filing of this act of incor poration. and fifty per cent. (50%) of the amount so subscribed shall be ac tually paid in before the corporation engages in business, and the remainder of the amount so subscribed shall be paid in within one year from and after the date hereof; the residue of the) stock shall be issued and paid for sub-i ject to the action and call of the Board I of Directors, in conformity with the existing provisions of law relating thereto. The parties hereto hereby subscribe for the number of shares of capital stock of the said corporation set oppo site their respective signatures hereto. so that this act of incorporation shall also serve as an original subscription. No present or future stockholder shall ever validly sell, assign, or trans fer. other than by inheritance, any of the capital stock of this corporation until the same shall have been first offered to the remaining stockholders for the benefit of those stockholders who may desire to purchase the same.( through the Board of Directors, for a period of ten days, at the book value of such stock as shown by the books of the corporation on the 1st day of October preceding the date of such offer. It shall be the duty of the Board of Directors promptly, upon re ceiving an offer of sale of any of the capital .stock of this corporation, to communicate the same to the stock holders, in writing, through the Secre tary of the Company; and eacn of the said stockholders shall be entitled to purchase such proportion of the stock so offered for sale as the number of shares pwned by him bears to the number of shares owned by all other stockholders desiring to participate in the purchase. No sale under foreclo sure, attachment or other process, or by virtue of any power of attorney. pledge or hypothecation, shall be val Idly made until the foregoing require ments have been complied with by the person or persons, firm or corporation provoking such foreclosure or sale. The Board of Directors shall have au thority, however, to waive the above requirements as to any particular hypothecation or pledge of stock, by resolution adopted at a regular called meeing of the Board, or at a meeting attended by all the members of the Board of Directors, such resolution being adopted in advance of the pledge of hypothecation. ARTICLE V.-AIl the powers of this corporation shall be vested in and be exercised by a Board of not less than three nor more than five directors, as determined in advance each year by the stockholders at the annual meet Ing. The said directors shaal be bona fide stockholders and shall each own at all times one full-paid non-pledged share of stock. The first Board of Directors shall consist of Louis J. Ar tigues, whose postofflce address is 1954 Gravier street, New Orleans; John J. Artigues, whos postoffice address is 1819 Melpomme street New Orleans; Bertrand Artigues, whose postoffice address is 285 Broadway street. New Orleans, with the said Louis J. Ar tigues as President John J. Artlguea as Vice-President and Bertrand Ar tigues 8ecretary-Treasurer. The above-named Board of Directors and each succeedlng Board shall con tinue and hold office for one year, or until their successors are elected and qualified: the persons to be hereafter elected directors shall select from their own number a President, a Vice-Presi dent and a Secretary-Treasurer. The Board of Directors may from time to time as the business of the corpora tion shall dictate, appoint any two of phe above office in one and the same person, exceptlng the office of Presd dent and Vice-Presldent On the first rTuesday of October of each year, unlm the same should fall on a legal holiday, then apon the next following lay day, the stockholders shall elect a Board of Directors for the easml year; the Board of Dire tors, as well as the officers already installed, shal coatinue in offlce until their successors are elected and quall fled. The election of Directors ssball be by hanot ad the person reelving the majority of votes east shall be de elared elected. For electing Directors, or for any other purpose, each share of stock shall be eatitled to oa vote, whethe preseat or by pray, but no fractional slare of stock shall he ea titled to vote. A majority of Direc tors voting at say timeo te n person or by proay, shall hbe reqred to pas any resoluation or adet say by-aw. and which, wh a dopted, shall be come valid earlate et ts In -ee of vaany on the Beard or amoag the omfeets from any eouse, the remalafntg members ot the Bard shall have the power to fill sueh vuaea. hld Board of Diretors dafl have the power to enaet scha by-lawr , rules and regula tlies ast l their edaloa, mar- be necessary ad p r th manage meant, eparaiem sad antrol of the basltm aid crporateo ARTICL V/.-Netlee ot an meet ins bhld for the eletel of Directrs, or efor a otherppa shall be gives to wd by the eertary, and may reeted to ea at hm last known aIrees as the-ammo hal ear ae th1e beeb ct the a aless a eties is waived witi by el cI he sgeas-man. auw upee the beebe At all meenss c MsehMe a majerty ci the votes eant hba be saile Imt to elect or do sela a a me e re ev et et aauoun et - w ge m e meed. o La CHARTEI. the contracts or faults of this cur poration in any further sum than the ii unpaid balance due the corporation on t the shares owned by him. nor shall any I mere informality in organization have a the effect of rendering this charter t null, or of exposing a stockholder to o any liability beyond the amount of his I unpaid stock. h Thus done and passed at my office in the C'ity of New Orleans. on the d:y. t month and year first hereinbefore writ ten. in th' presence of Julius ()'(Puinn ail Frances :isler, competent wit ness.s, who hereunto sign their name-.. together with said alpearers. anlld lle notary. after due reading of the whole. ORIl:INAL IS SI(;NED: L. J. Artigues. 135 shares. New Or lh.,ns; John J. Artigues. I shar,.. New Orleans: tBertrand Artigutes. 1 share. New i )rleans. W\itntess: J. O'Q llnn. F. Eisler. C'IIAS. F. FLETCIIIN iEl:t. Notary Publlic. I. the lndereigned. Recorder of Mortgages in and for the l'arish of (Orl;ans. State of Louisiana. hereby t certify that the :tiove and foregoinz Act of Incorporation of Artigues 11at Irducts (Co. Inc.. was this day re cordeld in r:y office, in Book 1279. foli, - . New Orleans, La., October 1. 1N122. I (Signed) ROIIERT SCOTT. Dy. I. I I hereby certify the above and fore- I cuing to lbe a true and correct copyi of the original Act of Incorporation t now on file and of record in my office. .I .\s witness my hand and notarial so'al. t at New Orlealns. La., this 13th day of i tie)toler. 1922. I ('CIAS. . F. LETCItINGIR. octlI9-nov3 Notary Publich. CEALTER ?ErlMAN-WA.IROW INC. 1 State of Loui::sna. P;,rish of Or- I leans. ('ity of New Orleans. Be it known. That on this 28th ulay of the I nmonth of September. in the year nine teen hundred twenty-two, and of the Independence of the United States the one hundred and forty-seventh. Befor,. me. Herbert V. Kaiser, a notary pub lie. in and for the Parish of Orleans. dluly commissioned, sworn and quall fled. and in the presence of the wit nes.ses hereinafter named and under s'cned. personally came and appeared t the several parties whose names are hereunto subscribeId. who severally de clared that. availing themselves of the laws of the State of Louisiana in such cases made and provided, they have t covenanted and agreed, and do, hby tlese presents, covenant and agree, and hind themselves, as well as all other persons who may hereafter become as sociated with them, to form a corpor ation and body politic in law for the objects and purposes and under the ar ticles and stipulations following, to- I wit: ARTICLE I.-The name of this cor poration shall be FREEMAN-BARLOW, INC., and under its said corporate name it shall have power and authority to enjoy corporate existence and succes sion for the full term of ninety-nine years. from and after the date hereof. to contract, sue and be sued, to make and use a corporate seal. and to alter ' and break the same at pleasure: to ar quire by grant, gift or otherwise hold, receive, hypothecate. convey, sell, lease. I pledge, mortgage and dispose of prop-, erty, real, personal and mixed; to Is sue negotiable bonds and notes, or I other evidences of debt; to name andi appoint such managers, agents. dilrec tors and officers as its business inter ests and conveniences may require: to make and establish as well as to alter and amend, from time to time, such by laws. rules and regulations for the proper management of the affairs of this corporation, as the same may lbe necessary and proper; said corporation shall have further power to acquire. sell and dispose of the capital stock in other corporations, and further enjoy and exercise all the rights and priv ileges and grants under the laws of this State, and more particularly under Act 267 of the Louisiana Legislature of 1914. ARTICLE II.-The objects and pur poses for which this corporation is or ganized and the nature of the business to be carried on by it, are hereby de clared to be: To conduct and carry on the business of electrical machinery, equipment, supplies, electrical construc tion, gas and steam, as well as to transact a general business in any commodities and any other business incidental thereto or connected there with. ARTICLE III.-The capital stock of this corporation Is hereby fixed at the sum of fifty-five thotland dollars ($55.000.00). of the par value of one hundred dollars ($100.00) per share, to be divided into thirty-five thousand dollars ($35,000.00) preferred and twenty thousand dollars ($20,000.00) common stock: said capital stock may be increased to five hundred thousand dollars ($500,000.00); which said capi tal shall be payable at such time and in such Installments and under such conditions as the Board of Directors may determine. Thlw corporation shall he a going concern and authorised to do business as soon as fifty per cent of its authorized capital shall be sub scribed for, and at least fifty per cent of its authorised capital shall be paid for. Both the common and the re ferred stock of this eorporation shall only be issued for cash, or for services rendered, merchandle, property, or other valuable considerations, enurlng to this corporation, according to the exclusive judgment and fndings of the Board of Directors thereof. ARTICLE IV.,-The other condltions, limitations and provisions under whleh the preferred stock shall be issued are hereafter enumerated: The holders of preferred stock s1all be entitled to re aelve out of the net profits of the cor poration a fixed dividend of 8 per cent per annum, payable annually, to-wit: on the 15th day of Octobdr of each and every year, commencing with the 15th day of October, 13)2, before any dividend ean be paid or set aside on or for the common stock for the period theretofore elaped. The prinaelpal or par value of aid prIeferred steek, with cumulative dividends thereon at 8 per cent per annum from date dividend should havo been paid, and arrears o interest on such dividends as heren after fixed, shall be paid in full out of the assets of the ompany in prefer enee to any of the common stock, in the event of lquldatlon of this company from any cause and before say dlstrl bution can be made of the eapital among the holders of common stock. The divideads upon the preferred stock are to be eumlative aid bear 8% per annaum intoerest from their maturity date, as herein provided, compounded annully. so utat if for uy prlod, or paid. the rlgbt threto shall cumulate against the common stock; sad al ar rears of anch dividends so euamulated vide. must be paid before dividad can he paid on the ommon stck. The trrm4 stock shall not be eUtitled, earning _ in anty tih right ,ot the holders of preferred stock to be eredited with divideds *abll com. .mnece from the date of actual pay ment of such stok The Board of Directors *all have the right ad optl of retirdag the pnaerrd stok, i whole or La part, at any time and from time to time, afterI fl*f yearsa fo date gt ths chartr, at the Ie4s of aehundred o and ten dollars ll. per share i addition to the ensalated diviadds sad ntees thereoa, if ean, as here inabove provided for. Sach ntiremeat shal he at the eto o the Board of paeat at he srplus funds; sad a s eas scll h preferred stok he rtired under irmanes as wald predon an imnpelrmet of th e taptl ustu of t a the tstatandlag mena metee then "er~ preimraed stoek ers of prmd remese after dawing WLst la he e e the Beard DtrL n astie all divieG atnterenst arn w s shall -s wath ueseept *t me ree steek. brre-v lu w ndp odigo u of pr~u4 smser CI ARTER. owner, as well as his widow. estate or'i heirs, must first tender such stock to the other stockholders, through the : B:oard of Directors, for purchase, for > a period of thirty days. in writin., at . the price of said stock on the booiks,a of the corporation, and during saiid r period of thirty days the said sto.k- 'a holders shall have the exclusive tight a to accept or reject the purchase olt s said stock. as they may elect; and in tl, event said stockholders, through I said Itoard shall fail to make said pur- 5 ch:se within the said period at t1."' price offered. under the conditlo;ns aforesaid, then aind in that event the : stockholdr or stockholders desiring ti I' disposle of his stock. may sell the .-;, I lto such other person or persons as he f ray see fit. All stock in this (or- a porat ion. wihether (otmorlon or plre- - ferred. issued or to be issued, shall ,e I sulject to the provisions of th:s I article. Iai AItTIt'I.E: VI.--The doimicil of t|is t corporation shall be in the ('ity of New Orleans. la, , where all niet: ý- of the stockhollders or dlir.cltors ulnst ' Ie held; provided. that. with the ,rit- c ten consent of all the directors. vailI L tle.etings of the directors may be he.d I outsitde of the State or within the a State elsewhere than at its domnlcii.. I 'itation shall be served upon the I're- ident, or, in his absenc e or di;talility'. upon the Secretary-Treasurer. t AIlTI('IE VII.- All the corporatei I powers of this corporation shlll I.. I vested in andl exercised byi a :i l ,l 41" I Iiirectors. four in numbetr. all of wh-n i shall he stockholders. to be elected ont, the second Monday in the minth ofi, Ianuary of each year. ctorlnlltnciltg « itl the second Monday in J::tnuary. I' .::, u ith the understanding that the fir.t I:oarl of ilirecutors sele.cted iby the I stockholders aniid named in this ch.ir ter. as well as the first set of offic.t i s. is herehiafter named, shall hold office I Iuntil the second Mondlay of Jan:t ar-y.1 1923. or until their successiors hal, been elected and have qualified. ; After the election of said IBoard of Iiirectors by the holders of the 'nm-ilI mon stock, as herein provided, thit , shall lie elected by said directors. fros:t their own number the officers of this corporation, which are as follows: : President and a -Secretary-Treasurer. The first Ioard of Directors and the officers of this corporation shall hie the following, and which sail Id ,oard of I irectors and officers shall serve un- 1 til the election to be held on the si-i on,1 Monday of January. 1923. or until their successors are elected,. chosen Ian i qualified. The address of said dig.e-.t tors and officers are set opposite their respective names: Eugene Freemnan. President, New Orleans; Mrs. Elugene Freeman. New Orleans. La.; Williat:nI I. IBarlow. Secretary-Treasurer. New Orleans. La.; Adolph II. Leibe, New Orleans, La. The Board of Directors shall have the right to fill all vacancies occur ring in their number, whether resulting from death, resignation or otherwise. ARTICLE VIII.-The annual meet ing of the stockholders of this cor poration for the election of directors shall be held on the second Monday in January of each year, commencing with the second Monday in January. 1L',23. until which time the officers and di rectors named In this charter shall con tinue in office, or until their successors have been erected and qualified. The electipn for said directors shall be by ballot, and the majority in amount of common stock, voting, whether in per son or by proxy, shall elect the persons for whom they are cast. Each share of stock voted upon to be counted for but one vote. Said stock shall not be entitled to cumulative voting. The Board of Directors is further authorized to frame and adopt such by-laws, rules and regulations as the affairs and business of the company may require and it may deem neces sary for the conducting and manage ment thereof, provided the same does sot conflict with this charter and the laws of the State of Louisiana and those of the United States of America; to name and appoint managers, fix their compensation and terms of em ployment, as well as name and ap point agents and employees as in its discretion may seem fit and proper, as well as to fix the salaries and terms of employment of the officers, em ployees, clerks and assistants. The Board of Directors I. specially vested with the power to acquire and pur chase such property or business or good will, or all of these, from indi viduals, firms or other corporations, as said Board of Directors may deem ad visable and proper, and at such price and on such terms as they may deem best, and to pay therefor In the full paid common or preferred capital stock of this corporation or otherwise. This power to purchase and - acquire to be exercised by said Board without the necessity of referring to the share holders for authorization. ARTICLE IX.-No stockholder shall ever be held liable or responsible for the contracts, faults or debts of this corporation, nor shall any mere Infor mality in its organization have the effect of rendering this charter null, or of exposing its shareholders to any liability beyond the unpaid balance due on the stock owned by them. ARTICLE X.-The names and post office addresses of the subscribers to these articles of incorporation and the number of shares of stock subscrlbed by each, are as follows: Eugene Freeman,. New Orleans La., shares common, 350 shares preferred; Mrs. Eugenp Free man, New Orleans. La., 1 share com mon stock; William I. Barlow, New Orleans, La.. shares common stock: Adolph H. Lelbe. New Orleans, La,, 1 share common stock. ARTICLE XI.--All stockholders' meetings for the election of directors, as above stated, shall be held after fifteen days' written notice malled to each stockholder. Other stockholders' meettigs may be held when ordered by the Board of Directors or when re quested by at least twenty-flive per cent of the outstanding common stock. Notlee of all stockholders' meetangi other than adjourned meetligs, shall be given in the manner prescribed fo# stockholders' meetings for the election of direetors, unless such notice is waived by unanimous consent. ARTICLE XII.-This charte may be amended, altered or chnangsed at a special meeting of the common stock holders, called for that purpose, notice of which is to be given In accordanee with the provisions of this charter, by the vote of two-thirds of all the com mon stock. ARTICLE XIII. - Thisa corporation may he dissolved by the vote of two thirds of all its ontstandlan common stock, and upon complying with tha requirements of Section 1 of0 Act 2' of the Lousliana Legislatur of 1314, and in the event of such dimloution, liquldatoir shall be named and ap pointed with all the nemesary powers and authority, all la tih manaer anL u provided tin mid legislative .at. Thus dens and pase i my offic on the day and date first wrtten aboy in the prmmesence of Hary Waskoweki and red A. Woltff, Jr., competent wit neses domnl ed In this eity, wt sinted. hese presents togethller with the *ets sad m imtary, after a due ad1of tihe whol, the partles here to ~in opposite their rsctiv name ther teepetiv enslberiptlO to the capital stk of ths e mratlo. which shall constitute the rlgl sub Iscaiptloa list o sit ebimbed by Ithin emorporati EhUgen Preema. sharesm commeo stock, 3 shares prefersd stoek; W. L SBarlow, 9 shares eemdh stoek; Mrs. I EHugenepreoaa 1 shar eommon stoek; IA. H. LoIb, 1 asare eommm stek. Witnoemo: i Wamoewkid, red AL Walff (r. Netary Pubtlc. L the unersiged Recossdr o Mort sages a i and ter the Parish et Or leans State of Ldals,. do herby ertily thant the above and toregdeia nAct oet i mrporatie hreema-B]ar Slow, Ia.,, was t i day duly recarded i my oftfe in benk 1T2l, tile IiL New Orlne . 4.U 3 22. I A -re eo. mimt e oI f - she~ E inpi CHARTER. parties whose names are hert unto suhil Scried,. who severally declare that, availing themselves of the laws of the state of Louiisiatna. in such cases matde and provided,. thtey have ",venanted and agreed. and do by these pres. nts cove nant and agree and hlnd themselves. as well as other persons who may here after become aissociatel with them s(elves. to form a corporation and body politic in law, and ftor the objects and purposes. anlid und r the articles and stipulatlonts following. to-wit: AiITIC'I.': I. The natme of this cor poration shall be Dlavidl Iornltarlt. Inc. and under its corporate name shall have power and autlhority to enjoy cor porate existence and succession for the full termt of ninety-nine years from and after the date hereof; to contract. situ and he sued; to makle :anil use a cor porate seal, to alter an-l break at pleasure; to holdl. to receive. hypoth ecate. convey, sell, lease or pledge real and persontal pr,,operty; to Issue nego tiable bonds and notes,. or other evi dence of de'bt; to ntramte and appoint such IIn;Inagers, agents, directors and officers as its busitness interest an.l convenience may require: to maknl:e and establish, as well as to alter and atnend fromt time to time, mesh by-laws. ruler and regulations for thie proper govern ment of the affaits of this cotrporattlon as Illay be tnecessary and proiler. AItTI''I.I: II. The o,- .',t :nd pur noses for which this ior,,tratioll ii organized and the nature IIo the busi ness to bhe carriedi on iy it are tideclared to lbe the importi-,nc. exertiing. nianu facturin, buyint :ytt l s.tael g tof paints, varnishtes. glass :tdl suchl articles ar are gen-erally used i: tL.e p: tint ibusi ness. and to do and tran;act a general paint lbusinlless for its own itac.lulnt, anmi for aceunItt of others on tm-intission or othtrwi"e. aind to tdo an I pierformn all thint s i 'nciteltl:,l to sail huS: ness. A.\TIc'I: lit The c.lital stock of this ettplor:ltion is htereby fixed at the stint of l'Five Tioussand Dollars (5.000.(00. tlivid, I int: :t nI represent ed by Fifty (50t) ;`,:tr. of stockl at the par v-alue of Onet II atnired Dlollars ($100 00) per share Said stock shall be paid for in cash or pro.:,ty .ctually received by the corporati :on. ARTIC'L.l- IV. TI;t d,,n cile of this corporation shall ,he in th.e city of New Orleans. :t:ate of I.ouisi.ana. where all meetings of the stockhollders or direc tors must Ie held: pro\'viel that with the written consent of all the directors. valid meetings of the directors may he held ottsile of the state or within the state. els.ewhere than at its domicile. Citation shall be serve-d upon the Pres Ident; or. In his absence or disattillty, upon the Vice-lPresident. AIRTICTE V. All the powers of this corporation rhall he v.ested- in and its business shall bIe m:anagedi by a Board of Directors consisting of three stock holders of this crorpation, and the names and postoffice addlresses of those selected to serve for the first year or until their successors have been duly elected and qualified are as fol lows: David lernhardlt. liPresidlent. 8515 Panola street. New Orleans. La : Earl R. Bernhardt, Vice-President. 601 Ba ronne street. New Orleans. La.: R. F Glynn, Secretarv-Treasure.r. 5218 Pry tania street. New Orleans, La. The corporation shall have a Prest dent. a Vice-Prrsidlent and a Secretary. Treasurer. and such other officers. agents and employees as the Board of Directors may from time to time de termine. whose duty shall be fixed by the said board. The Board of Directors shall have power to make O11 by-laws. rules and regulatjons for the corporation. Any vacancy in the officers and directors shall be filled by the remaining direc tors. ARTICLE VI. No stockholder shall ever be Ield liable or responsible for thet contracts. faults or debts of this corporation, nor shall any mere Infor mality In its organization have the effect of rendering this charter null or of exposing its stockholders to any liability beyond the unpaid balance due on the stock owned by them. ARTICLE VII. The names and post office addresses of the subscribers to the article of incorporation and the number of shares of stock which each agrees to take are as follows: David Bernhardt, 20 shares; Earl R. Bern hardt, 20 shares; R. F. Glynn, 10 shares. ARTICLE VIII. The annual meetlng of the stockholders of this corporation 'for the election of directors shall be held on the first Monday of January in each year, the first meeting to be held on the first Monday of January. 1923, until which time the officers and directors named in this charter shall continue and until their successors are duly elected and qualified. ARTICLE IX. All steckholders' meet ings shall be held after three days' written notice by the Secretary-Treas urer. mailed to the last known address of the stockholders, except where other wise provided by law; but all nottices may be waived by the unanimous con sent of the stockholders. Thus done and passed In my notarlal office In the city of New Orleans, La.. on the day, month and year first above written, In the presence of Messrs Nicholas 0. Carbajal and L. Schoes, competent witnesses. wle have here unto slgned their names, together with the mid appearers and me, Notary, after due readlng of the whole. Original signed: David Bernhrdt New Orleans, La., e shares, 3515 Panola street; Uarl R. Bernhardt. New Orleans. La.., 0 shares. 801 Baronne street; R. 0. Glyan. New Orleans, a, 10 share., 521 Prytala stret Witneses: N. O. Carbaja L. lchoea. State of Loalsana, Parish of Orlesas: I the undesdned Notra, do hereby certlUy that the foresh Is a true a-d correct copy of the charter of David Bernhardt, Inc., asu pr d before me on September 28, 192, and that same has been duly rcordad In the Mort a Offlce of the parish of Orle.as, Book 1279. Folio New Orleans. La-, Spt 2, 122. Oct. 5-Nov. i .AND r a onderf tate of afai . Todsy. edetmiate and will ppwdr, phua a tematic eving, are the mulatius nmne. Doe't wih -ACI Start am Hibemia Bank and Trust Co.