Newspaper Page Text
the SOUTHERN ISRAELITE
Page Two
Friday, January 8, 19$4
LEGAL NOTICE
GiqjtGIA, PUITON COUNTY
Td THC SUPERIOR COURT OP SAID COUN-
^Tta petition of JACK M. GOlDBtRO, PETTY
SREvMAN and DAVID S. SlSENBbRG, alt hav
ing *<>• poll offleo addroii of 1902 Atlanta
Fedora! Sovingi tuHdlng, Atlanta. Georgia,
respectfully shows to the court at follows: *
Potttionon doiiro for themselves, their at-
lociatei and successor: to bo a'onted a
charter of Incorporation under the style and
h *°SIMisON STREET APARTMENTS, INC.
for • period of thirty-five (35) yeari, with
the sight of renewal thereafter as provided
by law,
2.
The abject of said Corporation Is pecuniary
gain and profit. ^
The purpose for which the Corporation is
formed and the butineti and objects to be
carried on and promoted by it are do fol
lows*
(a) to create a private corporation to pro
vide hauiing for rent on a monthly or yearly
basil to be regulated by the federal Maui
ing Comminioner at to rent! or sales,
charges, capital structure, rate of return, and
methods of operation in the manner end for
the purposei provided in Section 207 of Title
II of the National Homing Act and the
Administrative Rules and Regulations there
under to enable the financing of the con
struction of such rental housing to be ob
tained with the assistance of mortgage insur
ance under the Notional Housing Act as
amended, and as such to acquire any real
estate or interest or rights therein or appure-
tenaht thereto and any and all personal prop
erty in connection therewith. So long as any
property of this corporation Is encumbered
by a Mortgage or Security Deed insured
under the National Housing Act it shall en
gage In no other busniess than the construc
tion and operation of a rental housing pro
ject.
(b) to Improve and operate, and to sell,
convey, assign mortgage or lease real estate
and personal property.
(r) to borrow money and Issue evidences
of Indebtedness in furtherance of any or all
of the objects of its business/ to secure the
same by mortgage, security deed, pledge or
other lien.
(d) to enter Into, perform and carry out
contracts of any kind necessary to, or In
connection with, or incidental to the accom
plishment of the purposes of the Corpora
tion.
4.
Tho principal office and place of business
of the corporation shall be in Pulton County
Georgia. ^
The Corporation shall have not more than
seven (7) nor less than three (3) Directors,
elected by the common stockholders except as
hereinafter provided In Article 6, who shall
act as such until their successors are duly
chosen and qualified, however, there shall
always be an odd number of Directors
The total amount of the authorised capital
stock of the Corporation is Two Hundred
(200) shares, of which 100 shares having a
par value of $1.00 per share shall be desl
qnated "Periled Stock" and 100 share,,
having no par value, shall be designated
"common stock," which shares of capital
stock shall have the preferences and restrlc
lions as hereinafter provided, upon insurance
by the Commissioner of a certain Mortgage
or Security Deed (hereinafter called the
Mortgage) said preferred stock shall be is-
sured to the Federal Housing Administration
and delivered to the Federal Housing Com
missloner in order that the Commissioner, In
connection with the insurance of said mort
gage under the National Housing Act, may
regulate and restrict the Corporation as to
rents or sales, charges, capital structure, rate
of return and methods of operation as pro
vided In this charter and to enable the Com
missloner to protact the contingent liability
of the Federaf Housing Administration as in
surer of such mortgage. So long as said
mortgage insurance shall be In effect said
preferred stock shall be held by the Com
missioner or his successors and shall be rea
Istered upon the books of the corporation in
the name of the Federal Housing Adminis
tration or its nominees. During such period
the Corporation shall not be required to
change such registration, nor to recognise
any persons other than the Administration or
representatives of the Administration, as the
holders of the Preferred Stock.
(a) Dividends upon the stock of the Cor
poration of any class may be declared only
as of and after the end of any annual or
semi-annual fiscal period. No dividends shall
be declared or paid except of earned Income
legally available for dividends in excess of
all operating expenses, taxes, assessments,
fixed charges, mortgage Insurance premiums,
required allocations to the Reserve Fund for
Replacements, and Interest and principal on
the Insured mortgage, Including principal
payments permitted to be passesT by reason
of prepayments theretofore made, up to the
end of the then current dividend period, ex
cluding from such computation of funds
available for dividends of- distribution, any
surplus created by revaluation of corporate
assets not approved In writing by the holders
of the Preferred Stock.
(b) The holders of the Preferred Stock shall
be entitled to receive, when and as de
clared by the Board of Directors, cumulative
dividends at the rate of five per centum
(9 pot cent) of the par value of each share
per annum. Dividends at such rate shall be
declared and set apart for payment before
any sum or sums snail be set apart for or
applied to the purchase or redemption of
the Preferred Stock and before any dividend
or other distribution of Income shall be de
dared, set apart, paid or made in respect of
any Other class of stock.
(c) The net earnings of the corporation,
after providing therefrom dividends on per-
ftrred stock may be applied in payment of
dividends to stockholders.
(d) Anything In this Certificate of Incor
poration to the contrary not withstanding, no
dividends shall be paid upon any of the
capital stock of the corporation untjl all lia
bilities of the corporation maturing more than
one (1) year from the creation thereof (other
than the mortgage Insured by the Commis
sioner have been paid).
(e) III the event of any voluntary or In
voluntary liquidation or dissolution of the
corporation, the holders of the Preferred
Stock shall be entitled to receive for each
share held, out of the assets of the Corpora
tion available for distribution to its stock
holders, whether from capital, surplus or
earnings, an amount equal to the sum of
par value of the shares held, plus dividends
thereon to said date of liquidation or dis
solution before any distribution of such
assets shall be made to the holders of the
common stock.
(fl The Preferred Stock at any time out
standing may be redeemed by the corpora
tion at par and dividends thereon unpaid
to the date of such redeemption, provided,
however, that such stock shall be so re
deemed, upon, but in no event before, the
termination of any contract of mortgage in
surance covering any indebtedness of the
Corporation without obligation upon the
Comasissioner to issue debentures as a re
sult of such termination. Preferred Stock so
redeemed shall be retired and cancelled. So
long as the Preferred Stock shall remain
outstanding no other class of stock either
preferred or common shall be purchased or
redeemed or otherwise retired or cancelled in
whole or tn part without the consent of the
holders of the Preferred Stock.
(g) In the event of any default by the
corporation, as hereinafter defined, and dur
ing file period of such default the Federal
Housing Commissioner as holder of the pre
ferred stock, voting as a doss, and for the
purpose of making effective the regulation
and restriction set forth in this Charter and
to protect the interest of the federal Housing
Administration as insurer of the mortgage,
shall be entitled to remove all existing di
rectors of the corporation and to elect new
directors In their stead: Provided, however,
that one of said directors may be the owner
or holder of one or more shares of com
mon stock. When such default or defaults
shall have been cured and the Commissioner
as holder of the preferred stock is assured
by the holders of the common stock, in such
manner and to the extent at the Commis
sioner in his sole discretion may determines
that further defaults of a simitar nature will
not occur, the right to elect directors shall
ogain vest Th the holders of the common
stock.
(h) Except at otherwise provided by law
or at set forth in this Certificate of Incor
poration, all voting rights shall be vetted
in the holders of the common stock.
(I) The amount of paid In capital with
which the Corporation shall begin business
shall be Two Hundred and no/100 ($200.00)
Dollars.
7.
A Reserve Fund for Replacements shall be
established and maintained by the Cor
poration by the allocation to such fund in a
separate account with the mortgagee or. un
der the control of the mortgagee. In o-safe
and responsible depository designated by
the mortgagee, commencing on the date of
the first payment towards amortization of
the principal of the Mortgage, unless a later
date 1s approved in writing by the holders
of the Preferred Stock, of an amount equal
to $228.66 and a like amount monthly there
after. Such fund may be in the form of a
cash deposit or invested In obligations of, or
folly guoronteed as to principal and interest
by, the United States of America, and shall
at all times be under the control of the mort-
J iagee. Such fund Is for the purpose of effect-
ng replacements of structural elements and
mechanical equipment of the protect and for
such other purposes as may be agreed to in
writing by the holders of the Preferred
Stock. Disbursements from such fund may be
made only after receiving the consent in
writing of the holders of the Preferred
Sotck.
B.
The Corporation shall not without prior
approval of the holders of the Preferred
Stock, given in writing (a) sell, assign, trans
fer, dispose of or encumber any real or per
sonal property, or rents except as specifically
permitted by the terms of the Mortgage; (b)
remodel, reconstruct, demolish or suostract
from the premises constituting the project
and sub|ect to the mortgage; (c) permit the
occupancy of any of the dwelling accom
modations of the Corporation except at or be
low the rents fixed by the schedule of rentals
provided for hereinafter; (d) consolidate or
merge the Corporation Into or with any
other Corporation; go into voluntary liquida
tion; carry into effect any plan or reorganisa
tion of the Corporation; redeem, purchase or
cancel any of its shares of stock, or effect
any changes whatsoever in its capital struc
ture; alter or amend this Certificate of Incor
poration; or amend Its by lows (e) fail to
establish and maintain the Reserve Fund
for Replacements as set forth in this Certifi
cate of Incorporation; (f) incur liabilities
(direct or contingent) which will at any one
time exceed in the aggregate $3,163.00, or
any liability maturing more than one year
from the creation thereof, except the inde
btedness secured by the Mortgage or neces
sarily incidental to the execution and de
livery thereof; (g) invest any funds of the
Corporation in any property, real, personal or
mixed, except obligations of, or fully gua
ranteed as to principal and interest by, the
United States of America as provided In this
Certificate.
9.
(a) The happening of any of the following
events shall constitute a default within the
meaning of that word as used in this Certifi
cate; (1) the failure of the corporation to
have dismissed within thirty days after com
mencement, any bankruptcy, receivership, or
any petition for reorganisation filed by or
against the corporation under the provisions
or any State insolvency law or under the
provisions of the Bankruptcy Act of 1898, as
amended, or upon the making by the cor
poration of an assignment for the benefit of
Its creditors, unless said action is previously
approved in writing by the holders of the
preferred stock; (2) the failure of the Cor
poration to pay the principal, interest, or
any other payment due on any note, bond,
or other obligation executed by it, as
called for by the terms of such instrument;
(3) the failure of the Corporation to estab
lish and maintain the Fund for Replacements
as provided In Article 7 hereof or the use of
such Fund except as permitted in said Ar
ticle; (4) execution or filing for record by the
Corporation of any instrument which imposes
a restriction upon sale, leasing or occupancy
of the property subject to the Mortgage or
any part thereof, on the basis of race,
color or creed; (5) discrimination by the
Corporation In the selection of tenants
ogainist arty family by reason of the fact
that there are children In the family; (6) the
violation of any of tho terms of this Certifi
cate, or the failure of the Corporation, to
perform any of the cevenonts, conditions or
provisions required by its to bo performed
fcy This Certificate, the By-laws or tho Cor
poration, tho Mortgage, or any contract to
which the Corporation and the Commissioner
of the Mortgagee shall !>e parties, or tho
failure to carry out in full the terms of
any agreement whereby the loan covered
by the Mortgage is to be advanced or the
protect is to be constructed and operated;
(7) The failure of the corporation to report
to the holders of the preferred stock any
changes in the ownership of a majority of
the controlling stock of the corporation or
Inits officers and directors or in its official
address to which mail is to be directed or
notices sent; (8) the prepayments of any ob
ligation of the corporation contrary to the
provisions of such obligation; (9) the failure
of the Corporation to obtain a renewal of
this charter prior to the expiration thereof,
as provided in Article 12, infra.
(b) Upon any default by the Corporation,
the president or the secretary, or either of
them, as may be required by law, shall at
the request in writing of the holders of re
cord of a majority of shares of the Fre-
ferred Stock, addressed to him at the office
of the Corporation and stating the purpose of
the meeting, forthwith call a special meeting,
to take place within ten days after such call,
of the Preferred Stockholders for the purpose
of removal of existing directors and the elec
tion of new directors. If such officer shall fail
tc issure a call for such meeting within
three days after the receipt of such request,
then the holders of a majority of the shares
of the Preferred Stock may do so by giving
notice as provided by law, or. If not so
provided, then by giving ten days' notice
of the time, place and object of the meet
ing by advertisement inserted in any news
paper published In the county or city in
which the principal office of the Corporation
Is situated. When such default shall have
been cured, the president or the secretary,
or either of them, as may be required by
law, shall, at the written reqquest of the
holders of a majority of the outstanding
shares of the common stock of the Corpora
tion, call a special meeting of the common
stockholders of the Corporation at which
the then existing directors may be removed
and new directors elected by the common
stockholders. Such officer shall give notice
as provided by law, or, if not so provided,
he shall give, ten days' notice of the time,
place and object of such meeting.
10.
The following provisions are hereby
Atlanta Circuit
adopted for the conduct of affairs of the
Corporation and In regulation of the powers
of the Corporation, tho directors ond stock
holders: . .... . .
(a) 0) No charges shall be made by the
Corporation or by any other person for its
accommodations in excess of o rental sched
ule to be filed with ond approved in writing
by the holders of the Preferred Stock, or their
duly constituted representative, prior to the
opening of all or any part Of tho project for
rentol, which schedule shall not exceed,
except with the then consent of the
Preferred Stockholders, a maximum average
rental per room, per month, of $16.25 based
on a count of 368 rooms. Dwelling accom
modations of the Corporation shall not be
rented for. periods of lets than one month
or in excess of three years nor shall the prop
erty of the Corporation be rented as on en
tirety. Store, office or other commercial ac
commodations, if, ony, shall be rented ac
cording to o schedule fixed by the di
rectors ond approved in writing by the hold
ers of the Preferred Stock prior to the rent
ing of such accommodations.
(2) The Corporation shall have the right
to charge to ond receive from ony tenant
such amounts as from time to time may be
mutually agreed upon between the tenant
and the Corporation but not without the writ
ten approval of the holders of the Preferred
Stock, for any facilities and/or services
which may be furnished by the Corporation
or others to such tenant upon his request,
over and above the facilities and services
Included In the approved rental schedule
including, among other things, furniture or
furnishings .telephone operator and switch
board services, electric current, gas, air cool
ing and conditioning and other additional or
extraordinary facilities or services which may
be furnished by the Corporation on others
in connection with the operation of such
housing facilities.
(3) The Corporation shall not without prior
written approval of the holders of the Pre
ferred Stock require os a condition of the
occupancy of leasing of any unit in the pro
ject the purchase of any corporation stock
either from the Corporation or any stock
holder or the payment to or deposit with the
Corporation, or any other person or persons,
of any amount other than the prepayment of
the first month's rent plus a security deposit
in an omount not in excess of one month's
rent to guarantee the performance of the
sovenonts of the lease.
(b) (1) No officer, director, stockholder,
agent, or employee of the corporation shall
in any manner become indebted to the Cor
poration.
(2) The Corporation shall maintain its pro
tect, the grounds, buildings, and equipment
appurtenant thereto, in good repair ond in
such condition as will preserve the health
and safety of its tenants
(3) The Corporation, its property, equip
ment, buildings, plans, officy, apparatus, de
vices, books, contracts, records, documents,
and papers shall be subject to inspection and
examination by the holders of the Preferred
Stock or their duly authorised agent at all
reasonable times.
(4) The books and accounts of the Corpo
ration shall be kept in accordance with the
uniform system of accounting prescribed by
the holders of the preferred stock. The Cor
poration shall file with the holders of the
Preferred Stock the following reports verified
by the signature of such officers of the Cor
poration as moy be designated and in such
form as may be prescribed by, the holders
of the Preferred Stock:
(a) monthly occupancy reports, when re
quired;
(b) a semi-annual financlot statement with
in sixty (60) days after the declaration of
any semi-annual dividends;
(c) annual reports prepared by a certified
public accountant to be filed within Sixty
(60) days after the end of eoch fiscal year;
(d) specific answers to questions upon
which information is desired from time to
time relative to the operation ond condition
of the property ond the statues of the mort
gage.
(e) copies of minutes of stockholder's and
directors meetings certified to by the Se
cretary of the Corporation, to be filed
within thirty (30) days after such meeting.
11.
No contract or other transaction between
this Corporation and any other Corporation
and no act of this Corporation shall in any
way be affected or invalidated by the fact
that any of the directors of this Corpora
tion are pecuniarily or otherwise interested
in, or are directors or officers of, such other
Corporation or any directors, individually, or
any firm of which any director may be a
member, may be a party to, or may be pe
cuniarily or otherwise interested in, any con
tract or transaction of this Corporation,
f irovided the fact that he or such firm is so
nterested shall be disclosed or shall Have
been knewn to the board of directors or a
majority thereof; and any director of this
Corporation who Is alto o director or officer
of such other Corporation or who is so in
terested may be counted in determining the
existence of a quorum at any meeting of the
board of directors of this Corporation which
shall authorise any such contract or transac
tion and may vote thereat to authorise any
such contract or transaction, with like force
and effect as if he were not such director or
officer of such other corporation or not so
interested.
12.
The duration of the Corporation shall be
for a period of thirty-five (35) years with
the right to renew this charter for such peri
od as may then be provided by the laws of
tha State of Georgia. Not less than six (6)
months prior to the expiration of this charter
the Corporation shall by an appropriate peti
tion obtain a renewal of this Charter for a
period of not less than fifteen (15) years, or
the maximum time allowed by law at the
time of such application for such renewal,
and the failure to so apply shall likewise
constitute a default within the meaning of
Article 9 of this charter.
WHEREFORE, the petitioners pray to be
incorporated under the name and style afore
said and to be granted the charter with all
rights, powers, and privileges herein sot forth
and all others allowed by law.
PARKS & EISENBERG
By DAVID S. EISENBERG
Attorney for petitioners
1502 Atlanta Federal Savings Building
ORDER
The within and foregoing petition of SIM
PSON STREET APARTMENTS, INC. for a
Charter having been presented, and it ap
pearing from the certificate of the Secretary
of State attached thereto that the name of
the proposed corporation is not the name
of any other existing corporation registered
in the office of the Secretary of State, and if
further appearing the petition is legitimately
within the purview and intention of the laws
of this State.
IT IS CONSIDERED, ORDERED AND AD
JUDGED, that the petition be granted and
that the petitionerc and their associates,
successors, and assigns, be, and are hefeby
incorporated and made a body corporatea,
as prayed in the petition under the name
and style of
SIMPSON STREET APARTMENTS, INC.
for a period of thirty-five years, with all
the rights, privileges and immunities as
prayed in said petition and as authorized
by the laws of this State for corporations of
a like character.
This 8th day of December, 1953.
CLAUDE D. SHAW
Judge, Superior Court,
SOUTHERN OBITUARIES
KALISH UNVEILING
Unveiling ceremonies w.ill be
conducted at 2 p. m. Sunday, Jan.
19, for Mrs. Ida Kalish, at Green
wood Cemetery. Rabbi Harry Ep
stein will officiate. Friends and
relatives of Mr. Joseph Kalish,
Paul Kalish, Bruceyne Kalish, Mr.
and Mrs. Philemore Teper and
Mr. and Mrs. Bernard Spector of
Atlanta and Mr. and Mrs. Morris
Sterling of Ft. Lauderdale, Fla.,
are requested to attend.
Goldwasser Unveiling"
Relatives and friends are invited
to attend the unveiling ceremonies
in memory of Lebbens Goldwas
ser on Sunday, January 10, at
3:00 p. m., at Greenwood Ceme
tery. Rabbi Harry H. Epstein will
officiate.
DAVID M. SHUMAN
David M. Schuman, 54, of At
lanta, died December 21 in Green
ville. S.
Funeral services were held De
cember 24 at the chapel of Henry
M. Blanchard and Son. Rabbi Har
ry H. Epstein and Cantoj Joseph
Schwartzman officiated. Inter
ment was in Greenwood Cemetery.
Mr. Schuman was a member of
the Atlanta Chamber of Com
merce, the Progressive Club, Ful
ton Lodge F. & A. M., BPOE
Lodge No. 78, American Legion
Post No. 72, the Jewish War Vet
erans, B’nai B’rith and Ahavath
Achim Congregation. He was a
veteran of World War I.
Mr. Shuman operated the At
lanta Optical Company here since
1943.
Surviving are his wife, the
former Miss Sue Gore, a native of
Boston; a son, Edward Shuman;
two daughters, Miss Francine
Shuman and Miss Ina Shuman,
all of Atlanta; a brother, Samuel
Shuman of Long Beach, Calif.;
sisters, Mrs. Minnie Sherman and
Mrs. Esther Traiger of Dorchester,
Mass., and Mrs. Eva Hankin of
Norwich, Conn.
ISADORE KULBERSH
Isadore Kulbersh, 52, of Atlanta,
died December 29.
Funeral services were held De
cember 30 at the chapel of Henry
M. Blanchard and Son. Rabbi To
bias Geffen, Rabbi Arnold Heisler,
Rabbi Harry P. Epstein and Can
tor Joseph Schwartzman offici
ated. Interment was in Greenwood
Cemetery.
A native of Poland, he had
lived in Atlanta since childhood,
and was a graduate of the old
Boys High School. He was a mem
ber of the Progressive Club, and
Shearith Israel Congregation. He
had been in the jewelry business
for the past ten years.
Surviving are his mother, Mrs.
S. H. Kulbersh of Atlanta, two
sisters, Mrs. E. O. Breen, Atlanta
and Miss Frances Kulbersh, Mi
ami; three brothers, Irwin Kul
bersh, Atlanta; Emanuel and Dave
Kulbersh, Columbus.
S. H. KULBERSH
Sam Harry Kulbersh, 75, of At
lanta, died January 2.
Funeral services were held Jan
uary 3 at the chapel of Henry M.
Blanchard and Son. Rabbis Tobias
Geffen, Harry H. Epstein and
Arnold Heisler officiated, assisted
by Cantor Joseph Schwartzman.
Interment was in Greenwood
Cemetery.
Mr. Kulbersh was one of the
founders and charter members as
well as a past president of Shearith
Israel Congregation.
He had been in the wholesale
shoe business here for forty years
until his retirement a few years
ago. He died a few days after his
son, Isadore Kulbersh.
Surviving are his wife, the
former Annie Levitt; three sons,
Dave and Emanuel Kulbersh of
Columbus and Irwin Kulbersh of
Atlanta; two daughters, Mrs. E. O.
Breene of Atlanta and Miss Fran-
ces Kulbersh of Miami; one broth*
er Sam Kulbersh of Boston; on«
sister, Mrs. Fannie Kruger of
Columbus; nine grandchildren and
four great-grandchildren.
Abraham Goldberg"
Abraham Goldberg, 89, of At-
lanta, died December 12.
Funeral services were held D#»
cember 13 at the chapel of Henry
M. Blanchard and Son. Rabbi Har-
ry H. Epstein and Cantor Joseph
Schwartzman officiated. Inter
ment was in Greenwood Cemetery.
Mr. Goldberg operated a general
store for many years. He had a
store in Rockmart until he retired
about 20 years ago.
One of the oldest members of
Ahavath Achim Synagogue, ha
had been active in affairs of tha
congregation for many years.
Surviving are a son, Joseph L.
Goldberg of Atlanta; and a daugh
ter, Mrs. G. E. Deitch of Knoxville;
six grandchildren, and one great
grandchild.
ESTHER COPLAN '
Mrs. M. D. Coplan, 68, of At
lanta, Macon and Miami Beach,
died December 14.
Funeral services were held De
cember 16 at the chapel of Henry
M. Blanchard and Son. Rabbi
Harry H. Epstein and Cantor Jo
seph Schwartzman officiated. In
terment was in Greenwood Ceme
tery.
Mrs. Coplan was associated with
her son-in-law, M. S. Purcel, Mi
ami Beach, in operation of the
C o p 1 a n Company, which has
branches in Georgia, Florida and
Texas.
Mrs. Coplam was a member of
Ahavath Achim Congregation, Ha-
dassah, the Sisterhood, B’nai B’rith
Women’s Auxiliary, a life member
of the Friends for Brandies Uni
versity, all Atlanta organizations}
Sherah Israel Congregation, Ma
con, and the Miami Beach Jewish
Center. She had livecj in Georgia
most of her life.
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