The herald., 1912-04-11


iSiana. Citation and legal service shall be
made upon its president, or in case Of his
absence or disability. on the first yice-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 thi,
corporation is organized and the nature OF
the business to be carried on by it are
hereby declared to be 10 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
10 buy, sell and otherwise deal In fruit and
produce, and TO do a general commission
business in fruit and produce Of all kinds
to erect, maintain and operate canning and
packing establishments Of all kinds, Ice fac
tories and cold storage plants; and gener-
ally TO do all things incidental or germa ne
to said objects and purposes; and also 10
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 10 the objects and purposes
above enumerated, with power TO vote said
stock, set forth in Article | OF this act Of
Incorporation.
The capital stock of the said corporatio
shall be one million dollars (S1,0OO,00 .OOD
divided into and represented by ten thou
sand 100000 shares of one hundred dol
lars (S100.00D 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,
and for such other valuable consideration
or services as the Board OF Directors OF
the corporation may determine. provided
that no stock shall be issued until the CON
sideration therefor has been received by the
said corporation.
Any stakeholder may sell, assign or trans
fer his stock in this corporation, provided
thirty 900 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 he 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
tS3.000.0O) Of the capital stock shall have
been subscribed for.
ARTICLE V.
The corporate powers OF this company
a
OF seven 90 Directors, consisting Of the
president, first vice-president. second vice
president, secretary-treasurer, and three
other stockholders. Five of said board shall
Of business, and their decisions shall be
valid corporate acts. The first Board OF
Directors shall be composed Of the follow
ing: Frank Mclaughlin, Frank J. Lobrano,
Edwin ID. Jones, John r. Fasterling Gle
ment s. Watson. Paul Zibilich and Saul
MoOs, with Frank Mclaughlin as president,
Frank ]. Lobrano as first vice-president,
Edwin ID. Jones as second vice-president
and John b. Fastening as secretary-treas-
urer. 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 holiday, the election shall be held on
the next legal day thereafter. Notice OF
said election shall be given by at least ten
days (10) 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
commissioner or commissioners to attend
vacancy. Any failure from any cause what
ever TO elect directors the day named for
that purpose shall not dissolve the corpora
ton, but the directors then in Office as well
as the Omcers 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 hereinb.-
fore provided. At each election and meet
ing each stakeholder shall be entitled TO
vote Tor each share of stock registered in
his name and may vote by proxy.
The election OF directors shall be bv bs H.
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
Tor 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
death, resignation or otherwise from among
the stockholders of the corporation The
BOARD 10 snail have full control of the property
or this company, and shall so conduct, man
age and use the same as In their discretion
they deem fit, and as is consistent with the
objects or the company, or the welfare of
the same. The said board is further au-
thorized to frame and adopt such bylaw.
rules and regulations as the affairs of the
corporation may require and as it may deem
necessary for the conducting and manage |
ment thereof, provided the same shall NOT |
be in conflict with this charter. or with the
laws OF the state or OF the United States. !
The said board shall elect or appoint Off |
GERS, agents, employees, servants and clerk.
as IL may deem necessary for the conduct |
ing or the business Of the corporation: fix /
their compensation, term OF Office, with the
right TO dismiss them at said boards pleas-
ure; and said board shall have the right to |
fix and determine the salaries of the officer,
herein provided for
ARTICLE VII.
This charter may be changed modified or
amended Except as to increase or decrease
OF the capital stock. which Is hereinafter
provided for), or this corporation NAV he