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TUB SOUTHERN ISRAELITE
Pare Two
LEGAL NOTICE
STATE OF GEORGIA
COUNTY OK FULTON
TO THE SUPERIOR COURT
OF SAID COUNTY:
Th, petitioner, CENTRAL ATLANTA
HOLDING CO., was Incorporated by
order of this Court on the 7th day
.°J._ No ,y eraber - ,94B - tor * Period of
thirty-five (35) years under the terms
and provisions of the act of the Gen
eral Assembly of Georgia, approved
January 28, 1938 (Georgia Laws, Extra
Session 1937 38. PP. 214, et. seq.)
2
Petitioner now desires to surrender
to the State of Georgia its said charter
and franchise as a corporation; to
terminate its corporate existence; and
to be dissolved by proper order and
decree of this Court.
3
That such dissolution may be al
lowed without an Injustice to any
stockholders or any person having
sny claim of any character aKalnst said
corporation
4.
That the Board of Directors of the
petitioner determined It advisable that
the petitioner corporation be dissolved
and duly adopted a resolution to this
effect and called a meeting of the
xtockholdera for the purpose of con
sidering the dissolution of said corpo
ration, and at said stockholders’ meet
ing held on the 5th day of June, 1961,
at 11:00 o’clock A.M., pursuant to con
sent and waiver of notice of the call
ing of said meeting, which meeting
was held at 141 Peachtree Street, N.E.,
Atlanta, Georgia a resolution was
adopted by the affirmative vote of the
owners of the entire outstanding stock
of the corporation authorizing and
directing that proper steps be taken
for the dissolution of the corporation
and the surrender of Its charter, the
terms of said dissolution and liquida
tion being set out in the .minutes of
the special meeting of thg Board of
Directors of petitioner fporporatlon
held on June 5, 1961, at 10:00 o'clock
A.M at 141 Peachtree Street, N.E..
Atlanta, Georgia and the terms of
which are set out in the minutes of
said specially called directors’ meet
Ing. A certified copy of said resolu
tion Is attached hereto marked Exhibit
"A” and made a part of this petition.
5
Your petltoner shows that the terms
of said complete liquidation and dis
solution were completed on or before
November 30, 1961
WHEREFORE, petitioner prays that
it be dissolved as a corporation and
Its charter and franchise be surrender
ed to the State of Georgia as provided
for by law
Samuel L. Eplan
Attorney for Petitioner
EXHIBIT "A"
Excerpts from special meeting of
stockholders of CENTRAL ATLANTA
HOLDING CO held at 141 Peachtree
Street N.E., Atlanta, Georgia, on June
5th. 1961, at 11:00 o’clock A M
"After a full consideration and upon
motion duly made, seconded, and
Unanimously carried. It was
RESOLVED that the Compeny be
completely liquidated and dissolved.
FURTHER RESOLVED that the Plan
of Complete Liquidation and Dissolu
tion of the Company proposed by the
Board of Directors et a special meet
ing held on June 5, 1*41, (a copy of
which has been presented to this meet
Ingi be and Is hereby ratified, ap
proved, and adopted.
FURTHER RESOLVED that the com
plete liquidation and dissolution of the
Company be effected under such plan.
FURTHER RESOLVED that the Offl
cers and Directors of the Company
are hereby authorized, empowered,
and directed to do any and all things
In Its name and behalf which they may
deem necessary or advisable to carry
out the purposes and intentions of
such plan."
Excerpts from special meeting of
Board of Dlrectbrs of CENTRAL AT
LANTA HOLDING CO held at 141
Peachtree Street, N.E, Atlanta, Geor
gia on June 5, 1961, at 10:00 o’clock
AM
"PLAN OF COMPLETE LIQUIDATION
AND DISSOLUTION
1. Central Atlanta Holding Co., here
Inafter called the Company, has Issued
an outstanding S00 shares of common
stock, of the par value of $100.00 per
share. The Company will cease the
active conduct of Its business and wind
up Its affairs and, within the meaning
of Section 337 of the Internal Revenue
Code of 1*54, will liquidate and distri
bute all of Its assets in complete
liquidation, lest any assets retained to
meet claims, within the twelve month
period boginning on the date of the
adoption of this Plan of Complete
Liquidation and Dissolution.
I. The Officers and Directors of the
Company are authorized from time to
time to negotiate and to consummate
sales of all or any portion or portions
of the properties of the Company/ on
such terms and conditions as they In
their discretion shall deem beneficial
to the Company, Including the assump
tion by the purchaser or purchasers of
any or all llablltles of the Company,
sub|ect to any requisite approval or
other action by the Stockholders of the
Company.
3. The Directors may from time to
time authorize one or more distribu
tions of property of the Company, In
cash or In kind. In a series of distri
butions In complete liquidation, re
taining such assets as they may deem
necessary to meet claims or liabilities
of the Company, and to continue the
operation of such properties of the
Company as have not been sold at the
time of any such distribution.
4. Prior to the expiration of the
twelve month period beginning on the
dato of the adoption of this plan, such
of the assets of the Company as have
not previously been distributed and
In the opinion of Its Directors need no
longer be retained to meet claims or
llablltles, shall be distributed to the
holders of the Company’s common
st^ckf ach 0 f the foregoing distributions
In complete liquidation shall be In ex
change solely for, and In complete
redemption and cancellation of, and
In payment for, all of the outstanding
common stock of the Cwnpaay, ani
the Stockholders shall. If the Dlrec
tor* so determine, surrender their
certificates for such shares for record
fL thereon receipt of distributions
oiTor to the finalv distribution, and
shall surrender such certificates for
cancellation upon receipt of the final
distribution herein authorized.
4 The officer* and Director* of the
vrMun shall proceed with the volun
tary ^l"*® 10 * 100 of the Company under
the* laws of the State of Georgia at
!£h time not later then twelve
month* after the date of adoption of
thlT Plan, a* they may deem appropri
Ite and may withdraw the Company
PLAIN TALK - by Alfred Segal
In Which Grandpa Speaks
I hear from an elderly gentle
man of Cincinnati. He writes:
“Please Mr Segal, will you
speak to my grandson? Yes, a
grandson of mine who is already
old enough to have been mar
ried recently. He was brought
up in the Orthodoxy of my son’s
family . . an Orthodoxy which
goes all the way back among
our ancestors to tbe Temple in
Jerusalem, I should say ... an
Orthodoxy which takes me to
schul every morning even in my
ripe old age. ,
"But now this ancient tradi
tion of our family has fallen My
grandson, just married, has with
his wife, joined one of the Re
form temples. I speak to him,
saying: ‘Can you understand
what you have done? You have
broken away from the Jewish
goodness of your family. I am
not saying that you are a bad
boy, mind you. You have made
a good life of yourself so far,
have become well-educated and
you have married a lovely girl.
“When I speak of the good
ness of our family from which
you’ve broken away I mean its
high Orthodoxy through all the
centuries. By that we have lived
and have been good people.”
(By the way, this grandpa’s
letter which I’m quoting was
written in Yiddish; I’ve had. it
translated).
Grandpa goes on to say: “But
my grandson keeps -going on his
new way of Judaism . . . Reform
and how will Reform Juda
ism keep him going on the high
Jewish way of all kinsmen be
fore him? How often will he be
with God in schul? Will he know
God and His meaning, as we his
Orthodox ancestors have known
him through all the hundreds of
our years. We started our chil
dren going Jewishly when they
still were very young, and they
kept going on the high Jewish
way all their lives.
“And now this grandson of
mine turning Reformer! I wish
him good children, as good as
his ancestors were, but will they
be of the best without the high
Judaism that’s of the Orthodox
reIigion ? Please, Mr. Segal, write
sbmething about this, so that my
grandson will get my ideas in
print. You know how it is just
to talk to a man through his
ears I think his seeing this in
print will be much better.”
So I reply to this old grand
father in English, though he
wrote me in Yiddish: My dear
sir: Please don’t feel so troubled.
From what you tell me about
him, your grandson is a fine
young man even though he isn’t
Orthodox any longer, and won’t
be in schul with you each morn
ing
I must confess to you: I my
self am a member of a Reform
temple and keep on feeling high
ly Jewish . . that is to say, I
try to keep on being a fairly de
cent guy I’m no authority on
Judaism," though long, long ago
I studied at Hebrew Union Col
lege for two years toward be
coming a rabbi, but I think I
know what being a Jew means
anyway.
It mbans to be a worthy man
... a fellow who looks up to
D»mv
BY HENRY LEONARD
“And in this tank, we have a CARP . , . the
Godmother of the gefilte fish.”
Cepr. 1441, Doypnu Production!
from qusllf cation In any othar ttata
whenever they deem such action ap
propriate.
7. The Officers and Directors of tha
Company are authorized, empowered,
and directed to do any and all other
things in its name and behalf which
they may deem necessary or advis
able In order to carry out the pur
poses and Intentions of this plan. They
shall be held harmless by tha Com
pany for any action under this plan
taken In good faith, and any expense
or liabilities so Incurred by them
shall be that of tha Company.
I. The Officers and Directors of the
Company are authorized, empowered,
and directed to do any and all other
things In Its name and behalf which
they may deem necessary or advisable
in order to carry out the purposes
and intentions of this plan. They shall
be held harmless by the Company for
any action under this plan taken in
good faith, and any expense or liabili
ties so Incurred by them shall be that
of the Company.
*. It Is Intended that this Plan of
Complete Liquidation and Dissolution
shall be a Plan of Complete Liquida
tion within the terms of Section 337
of the Internal Revenue Code of 1*54.
This plan shall be deemed to author
ized such actions at. In the opinion
of counsel for the Compeny, may be
necessary to conform with tha provi
sions of such Secton 337.
FURTHER RESOLVED that a special
meeting of Stockholders of the Com
pany be called Immedletely following
this meeting, for the purpose of tuts
mtltng the foregoing Pten of Com
plete Liquidation and Dissolution to
•he Stockholder* for ratification, ap- ,
proval and adoption.
FURTHER RESOLVED that If the
foregoing Plan of Complete Liquid*-
God not only at the altar in the
synagogue He knows God when
he’s at Tiis job, in his office, in
all his relations with fellow-
human beings. He keeps God
at his side all the time, even
outside the synagogue; he doesn’t
put on any airs of being religi
ous. He knows God as the high
way of his life, even though he
may not be in synagogue next
Sabbath.
But, oh, my dear sir, I’m
not meaning to say that 1 my
self am that kind of worthy per
son, as Jew But I’ve tried to
be, though I’ve missed it from
time to time through all my long,
long life. Yes, only the other
day I felt Jewishly religious
wheft in the column which I
write for the daily press of our
town, I wrote a piece asking for
a job for a convict, so he might
be released from prison. He had
written me from his prison cell
*to speak up for him. In doing
so I could feel Jewishly religi
ous, even though this convict is
a Catholic . . . and even though
I haven’t put on t’fillim for quite
a while of my life.
Mind you, sir, I’m not brag
ging; I’ve come to a time of life
when my poor head no longer
swells up with false pride. I’m
telling you this only by way of
suggesting my own idea of be
ing a worthwhile Jew.
Oh, yes, I also go to the tem
ple from time to time and re
joice to hear the rabbi preaching
along, with my own ideas of the
good way of Jewish life; even
though, as I’ve said, I don’t al
ways live up to those ideas. (On
ly the other day my good wife
was scolding me.)
Well, anyway, my dear sir,
please make toeace with your
grandson wh<y/nas gone over to
Reform Judinsm. Please notice
rather the fineness of his char
acter of which you speak well
in your letter to me, and by the
highness of his character please
keep on appreciating hi^n as a
worth-while Jew.
I hope you’ll invite him and
his wife to Seder at your house
next springtime, and, please, sir,
invite me also, that I may sit be
side the good boy and speak to
him in agreement of what be
ing truly Jewish is all about.
And, to you, sir, I wish many
years longer of your good Jew
ish life. Mind you, I haven't
found any fault in your fine
Orthodoxy; I’ve written this
column by way of saying that
a Jew can be a worth-while man
either way . . . Orthodox or Re
form. Sincerely yours, Alfred
Segal.
Mass. Jewish Groups
Seek Hill For
Sabbath Merchants
BOSTON. (JTA) Two major
Jewish organizations have draft
ed and filed a bill for the Massa
chusetts legislature to assure’
legal permission to conduct busi
ness activities on Sunday by
persons observing a day other
than Sunday as their Sabbath
The measure was prepared by
the Jewish Commqnity Council
of Metropolitan Boston and the
New England region of the
American Jewish Congress, Jew
ish officials said that adoption
of a Minority report submitted
to Gov. Volpe by nine members
of his 20-member Sunday Law
Study Committee would provide
adequate protection However, it
was felt that it was essential to
make a specific formal request
on the question.
The Jewish-sponsored measure
proposes that none of the re
strictions imposed by Section
five of Chapter 126 of the “Lord’s
Day Law” shall apply “to such
activities or any of them con
ducted by or on behalf of any
person who conscientiously be
lieves, as a matter of religious
conviction, that he must refrain
from conducting such activities
on a day other than Sunday and
who does in fact so refrain, pro
vided that such activities are
not carried on in such a manner
as to constitute a nuisance to
persons living in the vicinity . .
and providing further that no
one shall be required, as a con
dition of being employed or re
tained in employment, to work
Sunday on or in connection with
such activities.”
for the best in ...
pest
“control
service
tlon snd Dissolution Is ratified, ap
proved , end adopted by the Stockhold
ers that the Officers and Directors of
the Company be authorized, empow
ered, and directed to do any and oil
things in its name and behalf which
they may deem necessary or advisable
to carry out the purposes and inten
tions of such plan."
I. L. A. ROSENBERG, Secretary of
CENTRAL ATLANTA HOLDING CO.,
hereby certify that the above is a di
rect copy of the excerpt of the special
called meeting of the stockholders of
said corporation and that the above
Plan of Complete Liquidation. and Dis
solution Is a direct and correct copy
of an excerpt of the minutes of the
Board of Directors of said corporation.
L. A. Rosenberg
Secretary
ORDER
The foregoing petition of CENTRAL
ATLANTA HOLDING CO., having been
read and considered, and it appearing
that the petition Is legitimately within
the purview and intent of the laws of
the State of Georgia, and that there
is no reason why the corporation
should not be dissolved and Its charter
surrendered to the State of Georgia.
IT IS THEREFORE ORDERED,
JUDGED. AND DECREED that the
prayers of said petitioner he and the
same is hereby granted and the said
corporation is hereby dissolved and
Its charter surrendered to the State
of Georgia.
Let a copy of the foregoing petition
and of this order he published once a
week for four weeks as by lav pro
vided.
Dated this 12th day of December,
1961.
Stonewall Dyer,
Judge, Superior Court,
Fulton County, Georgia
Dsc. 22, 24; Jan. 5, 12
A
e
&
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