The herald., 1912-03-21

hypothecate, lease, borrow, mortgage or
pledge. both real and personal property TO
hold, receive, purchase, convey, ALLEVIATE, ny
pothecate, or otherwise deal with, acquire
or dispose Of, stock In any other corpora
ton engaged in business incidental or
germane 10 the objects and purposes Tor
which this corporation Is formed as set
forth in Article Ill Of this act or lncOr-
poratiOn, with special power in this corpor-
alton, through its duly authorized represen-
tatives, to vote such stock at any ana all
meetings and elections held by the corpora
ton or corporations issuing said STOCK 10
have and employ such managers and direc-
tors, officers, agents and other employees as
the interest of the corporation may require,
and to make rules, regulations and bylaws
for its corporate management and control ;
and to do all things and acts permitted by
law or as shall or may be necessary and
proper to carry out the objects and pur-
poses of said corporation.
ARTICLE II.
The domicile of the corporation shall be
in the City of New Orleans, State of Lou
iSiana. Citation and legal service shall be
made upon its president, or in case OF his
absence or disability, on the first vice-preSi-
dent, or, in case OF the absence or disability
OF both, on the second vice-president. The
Board of Directors may nominate any other
person upon whom TO serve citation.
ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature OF
the business TO be carried on by it are
hereby declared to be: to buy and sell, pack,
import and export oysters and fish of all
kinds to own, lease, operate and otherwise
deal in, oyster beds; TO erect, maintain and
operate oyster plants and shuCking houses !;
to buy, sell and otherwise deal in fruit and
produce, and 10 do general commission
business in fruit and produce of all kinds !;
packing establishments of all kinds, ice fac
tories and cold storage plants; and gener-
ally to do all things Incidental or germane
10 said objects and purposes; and also to
hold, receive, purchase, convey, ALLEVIATE.
hypothecate, pledge or otherwise deal with.
acquire or dispose OF, stock in any other
corporations engaged In a business inciden-
tai or germane to the objects and purposes
above enumerated. with power to vote said
stock, set forth in Article l of this act Of
Incorporation.
The capital stock of the said corporation
shall be one million dollars Isl zoo, 900 O0)
sand 100000 shares of one hundred dol
lars (S10000) each, which said stock shall
be paid for in cash, as called for by the
Board Of Directors, or the same may be
issued, full paid and worcestershire, at not
less than par, In payment or exchange for
property or rights actually received or pur-
chased by said corporation, or the same may
be issued. full paid, for money advanced,
or services as the Board Of Directors of
the corporation may determine, provided
that no stock shall be issued until the con-
therefor has been received by the
said corporation.
Any stakeholder may sell, assign or trans
fer his stock in this corporation, provided
thirty 800 days notice OF such intention TO
sell, assign or transfer the same be given
the company and the stockholders thereof
shall have the first privilege Of purchasing
the same after which thirty days notice,
the stock may be sold in the open market.
The stock of said corporation may be
transferred under the above conditions, pro-
vided such transfer be made on the books
of said company, at its Office in New Or
leans, and on surrender OF the certificate
therefor. No transfer OF any fractional
part of a share shall be made.
This corporation shall commence doing
business as soon as three thousand dollars
q 3,O00.00) of the capital stock shall have
been subscribed for.
ARTICLE V.
The corporate powers Of this company
shall be vested in and exercised by a Board
president, first vice-president. second vice
president, secretary treasurer, and three
other stockholders. Five Of said board shall
constitute a quorum for the transaction
valid corporate acts. The first Board OF
Directors shall be composed of the follow
ing: Frank Mclaughlin, Frank ]. Lobrano,
Edwin ID. Jones, John B: Fastening, Gle
Moos, with Frank Mclaughlin as president,
Frank ]. Lobrano as first vice-president,
Edwin ID. Jones as second vice+president,
and John B. fostering as secretary-treas-
nrer. Said board shall hold Office until the
first Monday in June, 1913, or until their
successors are elected and qualified. Dur
ing the absence of the president, the first
vice-president shall preside, and during the
absence OF both, the second vice-president
The annual election Of the Board of Di-
rectors shall take place on the first Monday
In June Of each year, commencing with the
year 1913. Whenever the said day shall
be a holiday, the election shall be held on
the next legal day thereafter. Notice of
said election shall be given by at least ten
days (1O) written notice by registered mail
sent to each stakeholder Of record and at
his known address on the books Of the COM
pany and such notice shall be legal and
valid In all Of its phases; and the Board of
Directors shall appoint two Of the stock
holders to preside at such election as COM
missioners. In the event Of failure of any
the president shall by appointment fill the
vacancy. Any failure from any cause what
ever to elect directors the day named for
that purpose shall not dissolve the corpora
tion, but the directors then In office. as we'll
as the officers of the company shall hold
over until their successors are chosen. In
such event, the president shall cause an
other election to be held within thirty DAYS
and shall give notice thereof as hereinbe-
fore provided. At each election and meet
ing each stockholder shall be entitled to
vote for each share Of stock registered in
his name and may vote by proxy.
The election Of directors shall be by bal
lot and the majority of votes cast, each
share OF stock voted upon to be counted for
one vote, shall elect the person or persons
for whom they have been cast After each
election, the Board Of Directors shall elect
from their own number the officers Of the
company.
ARTICLE VI
The Board Of Directors shall have full
power to fill vacancies In their number by
deatn, resignation or otherwise from among
the stockholders Of the corporation. The
board shall have full control Of the property
OF this company, and shall so conduct man
age and use the same as in their discretion
they deem mt, and as Is consistent with the
OBJECTS or the company, or the welfare of
the same. The said board Is further au-
thorfzed to frame and adopt such bylaws
rules and regulations as the affairs of the
corporation may require and as it may deem
necessary Tor the conducting and manage
ment thereof, provided the same shall NOT
be In conflict with this charter, or with the
laws or the state or Of the United States
Inc said board shall elect or appoint Off
GERS, agents, employees, servants and clerks
as IL may deem necessary for the conduct
ing or the business Of the corporation fix
their compensation, term of office, with the
ure; and said board shall have the right TO
hx and determine the salaries Of the officers
herein provided for.
ARTICLE VII.
oh nrfn. l.