The herald. [volume] (New Orleans, La.) 1905-1953, 1911-09-28

and body polite In law, for the objects and
purposes and under the stipulations and
agreements hereinafter set forth and ex-
pressed, which they hereby adopt as their
charter. to-wit:
ARTICLE l.
The name and title Of the corpvratlon
hereby formed is declared to be lMl'ERLAL
EXPORT COMPANY; its domicie shall be
in the city of New Orleans, state of Louisi-
ana, and IL shall have and enjoy succession
by its corporate name for period OF ninety
nine years from and after the date hereof.
The corporation shall have power and au-
thOrity to contract, sue and be sued In Its
corporate name; 10 make and use corp0-
rate seal; to hold, receive hire and pur-
chase real and personal property, and to
sell, mortgage or pledge the same; TO Dor
row money and issue bonds, notes and
other obligations. All citations or other le-
gal process shall be served upon the presl-
dent, in case of his absence or inability
from any cause the same shall be served
upon the secretary treasurer.
ARTICLE II.
The objects and purposes for which this
corporation is organized, and the nature OF
the business to be carried on by IL ARE
hereby declared ito be: the manufacturing
and exporting Of pitch-pine timber and lum-
Der, hardwoods, cooperage stock and oak
slaves ; to buy and sell timber and timbered
lands; to manufacture, buy ana sell lumber
and slaves in all its varieties; and gener
ally to do and perform any act or thing
that may pertain to the purposes above set
forth or TO promote the interests OF the cor
pOratiOn.
ARTICLE III.
The capital stock of this corporation is
hereby fixed at the sum of fifty thousand
(SJ0,O0O) dollars; the said capital STOCK
shall be divided into two classes, to-wlt
preferred and common stock. The amount
of the said preferred stock shall be twenty
five thousand dollars, divided into twenty
five hundred shares of the par value OF ten
dollars each. The amount Of the common
stock is hereby fixed at the sum OF twenty
five thousand dollars, to be divided into
twenty-five hundred shares OF the par value
Of ten dollars each.
Upon the preferred stock dividends shall,
from time to time, be paid at the rate OF
seven per cent. per annum out or the net
income Of the corporation as the same may
be determined by the board OF directors.
If the income OF the corporation applicable
to dividends on said stock shall not in the
Judgment of the board of directors be sur
fcient to pay said dividend of seven per
cent. per annum, as Aforesaid, sucn dlVl-
bends, or much thereof as snail remain
unpaid, shall accumulate. The dividends
upon the said preferred stock, together with
all accumulations or dividends remaining
unpaid for previous years, shall be paid In
full before any dividends shall be paid upon
the common stock of the said corporation.
The said preferred stock shall be entitled
to elect two out Of the three directors here
in provided for, and the common stock shall
be entitled to elect the remaining directors.
In the event OF the liquidation OF the cor
poration for any cause, the preferred stock
shall have a prior lien on the assets OF the
up to and until IL shall have
received the par value Of the said stock.
Any excess shall then be given to the COM
mon stock until Its par value shall nave
been paid and anything remaining shall be
divided pro rata among the holders OF ali
ha nd
Said stock, both common and preferred,
shall be paid for in installments OF such
amounts as the board OF directors may de-
termine.
ANY part or parcel Of the stock may be
issued by the said board Of directors In pay
ment of labor done or property actually
received by the said corporation.
Separate stock books and stock register
for each OF the said stock shall be kept, and
the two classes shall not be mingled.
This corporation shall become a going
concern, and shall be authorized 10 com
nence business SO soon as three thousand
dollars of its capital stock, either common
)r preferred, shall have been subscribed for.
ARTICLE ".
All the corporate powers Of this corpora |
lion, and the management and control OF its
Affairs shall be vested In, and exercised by, |
| board of directors composed OF three |
stockholders, a majority OF whom shall con- |
,titute a quorum for the transaction of all
business. The directors shall be elected |
annually by the stockholders, at meeting
20 be held on the third Tuesday In october |
II each year. Each stakeholder shall be en- |
titled, in person or by proxy, TO a vote for |
very share owned by him, and all elections |
shall be held under such rules and regula.
ions as may be determined by the board OF
directors. The directors thus elected shall |
continue In office for one year, or until their |
successors shall have been elected and have |
qualified. No failure to elect shall be re-
yarded as a forfeiture OF this charter. ANY |
1acancy occurring on said board shall be |
illed by the remaining directors for the I'M |
Expired term. The BOARD Of directors shall, |
It its first meeting after its election, nomi- |
late out of its number, president, vice
president and a secretary'treasurer. said |
BOARD shall have the right to unite any OF
he two above mentioned positions into one, |
,r may segregate the position OF secretary
treasurer and elect a secretary who need
lot be either a director or stakeholder, |
Ind it shall employ and dismiss such clerks,
managers and other employees Of the corpo- |
alton as the interest and business OF the
anne may justify. Any Of the directors
instrument, another director or stakeholder
o act as his proxy and In his stead at any |
md all meetings Of the board Of directors |
ARTICLE V.
No stakeholder shall ever be held liable |
,r responsible for the contracts, faults or
ieDts OF lnls cOTpordtlOn, hoI snai any L
mere informality In its organization have
he effect of rendering this charter void, or |
II exposing a stakeholder to any liability |
,eyond the unpaid balance due on the
hares owned by him.
ARTICLE vi.
This act of incorporation may be changed,
modified, or altered, or this corporation
nay be dissolved, with the assent of the
stockholders owning three-fourths of the
took Of the corporation, present or repre-
ented at a general meeting convened for
hat purpose, and after at least ten days
written notice shall have been given through
he mail to each stakeholder at his last
,nOwn place of residence. In case of disso-
ution by the expiration Of this charter or
the stockholders shall elect three
iquidatOrs from among their number to
ettle the business and affairs of this COM
amy. In case of the death or disability of
ny one of said commissioners or liquidat-
o him.
ARTICLE VII.
Immediately after the signing of this
harter the stockholders shall meet and
lect three directors who shall serve until
he election to be held in October, 1912.
Thus done and passed In my office, on the
ay, month and year, first above written, in
he presence Of Frank b. Twomey and Jo-
eph L. Weiss, competent witnesses, who
ave signed with the appeares and me, the
otary after reading the whole.
Original signed) s. J. Sutherland, 800
hares: W: c. Campbell, 2 shares; J. Ham
!ton Smith, share. witnesses F. B.
'womey, j. L. Weiss
A. ID. DANzIGER, Not. Pub.
Substituting Felix J. Dreyfous, another no
tary public, now absent on leave.)