The herald., 1912-07-04
ARTICLE III,

other commodities, to import the same and
all other products, and to do any and all
business appertaining or in any wise con con
nccted Herewith to buy and sell on COM
mission. and generally TO carry on any law
full commercial business not inconsistent
with the constitution and laws of this state.
ARTICLE ".
The capital stock of this corporation Is
hereby fixed at fifty thousand dollars $50,
600 O0) divided into or represented by five
hundred (50Ol shares of the par value OF one
hundred dollars (S100.00) each. This cor
poratiOn shall be a going concern when three
thousand dollars (S3OO000) of its capital
stock shall have been subscribed for
No certificate Of stock shall be issued
until the same shall have been fully paid for
in cash. The stock shall be evidenced by
certificates issued and signed by the preSi-
dent and secretary and shall be tranSfera-
bic only on the books of the corporation. No
transfer of stock shall be valid and binding
on the corporation unless and until the same
shall have been entered and made on its
! books. and the stock held by any OF its stock
holders must first be offered for sale TO the
members OF the corporation before selling the
same to outside parties.
The capital stock of this corporation can
be increased to any amount by vote OF a
ma jority in amount of the stock of this cor
pora tion at a special meeting called for that
purpose. after thirty days notice of such
meeting shall be given in person or by mail
to each stakeholder
In case of absence. sickness or other dis
ability to act each StOckhOlder shall have
the right to appoint a StOckhOlder as proxy
to represent him. who shall have the rights
and powers of his constituent
ARTICLE V.
The corporate powers of this corporation
shall he vested in a board of directors, "a
bc composed of three stockholders, the said
board to be chosen as hereinafter provided,
on the second Monday of July, 1913, prior to
which time the said board shall be com.
posed as hereinafter stated. On the second
Monday of July, 1913, and annually there
after on the second Monday of July in each
successive year. a general meeting or the
stockholders of this corporation shall he
held and there shall he elected three direc'
tors TO serve during the ensuing year, notice
of this meeting shall be given each stock
holder in person, or by mail fifteen days
prior thereto.
At all elections majority of the votes
cast shall elect and each StOckhOlder shall
be entitled to cast in person or by proxy one
vote on each share of stock held by him, but
no vote shall be allowed on any share of
stock transferred within thirty days prior TO
said election.
All directors, both those appointed in this
charter and those hereafter to he elected,
shall continue in Office until their success
sors are elected and inducted into office.
In case of failure to elect directors on the
day hereinabove fixed, or on such "A day as
said annual meeting may have been regu
larly adjourned TO, this corporation shall
not thereby be dissolved bur the then direc'
tors shall continue in Office and new elec.
days notice as hereinabOve provided.
ARTICLE VI.
Until the election first to be held under
| this charter, hereinabOve provided, the
! following named persons shall serve as di
| rectors, viz: August W. BerdOn. Bernard
Never and Taylor ]. Labry, and August W
| BerdOn shall be president, Bernard Meyer
vice-president, and Taylor J. Labry, secre
| tary- treasurer. The Office of secretary and
| treasurer may be held by one and the same
person. and the secretary need not be a
stoCkhOlder in said corporation.
In case of vacancy in any office from
death, resignation, otherwise the said
board of directors shall elect a successor.
| ARTICLE VII.
| The board of directors shall, at their frs
meeting. make all such bylaws, rules anC
| regulations, for the conduct and manage
ment of the business of the corporation, "a
| they may deem best, to appoint from time Il
| time such officers, clerks, agents and Other
| employees as they may deem requisite, anC
general and special provisions for the hllins
of any office during the temporary absence
or inability to act of the incumbent; TO Dor
row money, to execute mortgages, pledges
| issue bonds and notes, and generally to make
| all contracts whatever, and to do all things
matters and acts pertinent to the objects
and purposes of said corporation, and in ex
| ercising these powers the board OF director:
may act either directly or through such of
| ficers or agents, as Ii may appoint, with gen
eral or special authority in what relates tC
| the administration of the affairs and con
| tracts of this corporation, and two members
shall constitute a quorum of said board.
j All subsequent boards of directors shall
have the authority to make new bylaws
amend, alter or repeal all such bylaws ol
regulations in operation at their pleasure.
| ARTICLE VIII.
Whenever this corporation Is dissolved
either by Limitation or from any other caus,
guidated, its debts and liabilities paid, ant
| the balance of its funds, IL any, shall b'
divided pro rata among its stockholders, un
| der the charge and superintendent OF three
| commissioners, TO be elected by a majority
| in amount of the stockholders, at meeting
convened for that purpose after thirty days
prior notice shall have been given, in person
| or by mail TO each stOckholder. The said
| commissioners shall remain In office until the
affairs of the corporation shall have beer
| fully liquidated, and in case OF the death
| of one or more of said commissioners, Ol
other vacancy occurring In their numbers
| the vacancy is filled by a meeting of the
stockholders called after ten days notice
| thereof.
ARTICLE IX
This charter may be changed, modified OI
| altered, or said corporation may be dissolved
| with the assent of a majority in amount OF
the capital stock, at general meeting OF
the stockholders convened for such purpose
| after thirty days notice of such meeting
| shall have been given in writing TO each
stockholder. Such meeting can only be
| called by request of two or more stockh0ld
ers who own Jointly at least forty per cent
| of the capital stock of the corporation.
ARTICLE Y.
No stockholder of this corporation shall
be held liable or responsible for its con-
tracts or faults In any further sum than the
unpaid balance due on the shares Of stock
owned by them, nor shall any infOrmality
| In organization have the effect of rendering
this charter null, or Of exposing a stock
holder to any liability beyond the amount
of the unpaid balance due on his stock.
Thus done and passed, in my Office, at the
city of New Orleans, on the day, month and
year herein first above written, in the pres
ence of Messeurs Philip s.. Gidiere and Au-
gust III. Ritter, competent witnesses, who
heregntO sign their names with the said ap-
pearers and me, notary after reading of the
whole.
Original signed: A. w. Berdon, Bernard
Meyer, Il. ]. Labry. Witnesses Philip s.
Gidiere, A. III. Ritter.
]. VI. QUINTER0, Notary Public.
l. the undersigned recorder of mortgages
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing act of Incorporation of the
New Orleans Rice Company was this day
duly recorded in my Office, in book 1855.
folio =. New Orleans, La, July 2, 19fZ.
(Signed) EMILE LEONARD, ID. II.
j. NJ QUINTERO, Notary Public.
july IL IS % aug 8
Flexible English.