The herald. [volume] (New Orleans, La.) 1905-1953, 1912-07-04

To form corporation and do hereby form
and organize a corporation under ths naIne
and for the objects and purposes and under
the terms, stipulatiQns and provisions COZ
tanned in the following articles, to-wt:
ARTICLE j.
The name and title of this corporation
shall he n, Iacroix & Company, Limited,
and under its said corporate name II snail
have and enjoy corporate existence anu
succession for twenty years from ana aiIer
the date hereof, unless sooner dissolved py
the action OF the stockholders in the manner
provided by law, and by and under that name
il shall have, enjoy and exercise all rlghts,
powers and privileges hereinafter grantee
or that may hereafter be granted by law TO
corporations OF this character, with full au,
thority TO contract, sue and be sued, plead
and be implicated, appear, answer ana pros,
ecute In any and all courts OF justice ana
elsewhere; TO make and use corporate seal
and the same to alter and break at pleasure
to acquire, receive and own by purchase;
lease donation, exchange or otherwise, ano
10 hold, use, enjoy and operate, and 10 con
yey and sell. lease, mortgage, pledge. hypoth
rcste or otherwise dispose OF property, real,
personal and mixed, corporal and lncorpo-
real TO borrow money and 10 issue IN EVIL
dence thereof notes, bonds, debentures or
other securities and to secure the payment
thereof and any agreements in relation there
10 by hypothecation OF property, real, per
sonsi and mixed to name, elect and appoint
such directors, Officers, managers, attorneys,
clerks and employees as Its business inter
ests and convenience may require; ana 10
make and adopt, and at its pleasure amend
or abrogate such rules, regulations ana Dy-
laws for the proper government OF the al
fairs OF the corporation as may be necessary
proper or convenient
The domicie of this corporation Is hereby
declared to be In the City of New Orleans,
state OF Louisiana, and all citations or
other legal process shall be served upon lts
sence or inability to act, upon its treasurer
or in the event OF the death, absence or ina
biity TO act OF all the officers OF the corpor-
alton, upon such person as the board OF dl-
rectors may designate as the person 10 re-
ceive service of process.
ARTICLE III.
The objects and purposes Tor when thls
corporation is organized and the nature OF
the business 10 be carried on by 1t are here
by declared to be: To buy, sell and deal IN
cotton and all products and by-products OF
cotton. And for any OF the above stated
objects to do all and si tSn the ac's
This corporation shall have the power 10
do business in this state and In any other
state or states Of the Union.
ARTICLE ".
The capital stock Of this corporation Is
hereby fixed at the sum Of thirty thousand
dollars 1880, OO0), divided into three hundred
(300) shares Of par value OF one hundred
two hundred (200) shares, amounting to
twenty thousand dollars (S2O0OO), shall be
preferred shares issued upon the terms and
hereinafter
hundred (100) shares. amounting TO ten
thousand dollars (s1O,O0O), shall be common
shares The holders Of the preferred SHARES
shall be entitled to receive In respect OF such
preferred shares, as and when declared from
the surplus or net profits of the company,
yearly dividends at the rate or six per cent
i6ot5 per annum and no more. payable
semi-annuslly on the first days OF SEPTEMBER
shall be cumulative. At no time shall any
dividend be declared, set apart for or paid
upon the common shares unless at sucn time
all cumulative dividends on the preferred
shares then due and unpaid shall have been
paid or provided for; nor shall any DIVIDEND
at any time be declared on the common stock
unless there shall also have been declared
and a sum set aside sufficient for the pay
I,nt of such dividends as said preferred
shares may be entitled to hereunder. On
dissolution or expiration of the charter OF
this corporation the preferred shares, ooth
as to any cumulative dividends due ana IN
paid and as TO distributiye shares OF the
assets. shall have preference over the COM
mon shares and shall be first lquldated az
one hundred dollars (s1OO) per share, ana
cumulative dividends that may then be due
and owing; after the payment OF the par
value of the preferred shares and OF such
cumulative dividends then due, the common
shares only shall participate In the Surpsus.
The preferred shares shall have full voting
power on all questions save In regard TO the
declaration Of dividends or the election OF
directors. Common shares shall have full
voting power for fR Ri eaIRPO $.
All powers of this corporation, save the
power TO fix and declare DIVIDENDS, snail De
vested in and exercised by board OF three
directors, each Of whom shall own at least
one share Of the capital stock OF this com
pany; said directors shall be elected by bal
lot under the supervision or two % elec-
ton commissioners appointed by the Board
of Directors at the annual meeting of the
stockholders Of this company, which annual
meeting shall be on the second Monday OF
August of each year, the first meeting 10 be
held on the second Monday OF August, 1917.
At all stockholders meetings every stock
holder shall have the right, In person or by
proxy, to cast one vote on each snare OF
stock held by him, but preferred shares snail
have no voting power as to election OF direc-
tors or declaration Of dividends. Two mem
bers of the Board of Directors shall consti-
tute a quorum. Any and all OF the direc-
cial meeting of the stockholders called after
the notice provided hereinafter, and said
stockholders at such meeting may NIL the
vacancy so caused; but all vacancies not
caused by removal shall be nlled by the re-
naming members of the board.
The Board of Directors shall continue In
office until their successors have been eject
ed and qualified, and the failure to hold
meetings shall not have the effect of rem
dering invalid this charter or any action OF
the officers or directors hereunder. Meet
ings of the stockholders shall be preceded by
mailing, at least thirty 800 days prior to
the date thereof, to the stockholders Of rec
ord by registered letter, a notice Of the time
and place of said meeting. The president
shall have full power to provide for special
or general meetings Of the shareholders or
OF the board of directors; or a special meet
ing shall be called upon the petition in writ
ing, addressed to the president by stock
holders owning twenty-five per cent OF the
capital stock of the corporation. Any men,
Der of the board Of directors who may be
prevented by sickness from attending, or
who may be absent from the domicile Of the
company, may give a written proxy to any
Of the members of said board Of directors to
represent him or all matters at any meet
ing Of the board Of directors, whether spe-
cial or general
The power to fix and declare dividends In
accordance with the charter provisions here
of shall be vested exclusively In the COM
mon stockholders, and shall be exercised by
them at the annual stockholders meeting Of
this corporation. At said annual meeting
the treasurer OF the company shall present
report Of the business done by the company,
together with detailed statement Of its
assets and liabilities to cover the twelve
months period prior to the first Of August
Of that year.
The officers of this company shall be a
president and a secretary and treasurer,
both OF whom shall be elected by the board
Of directors at their first meeting after their
own election. Both Of said officers must be
members Of the board of directors.
The first Hoard of directors shall consist
Of Rene Lacroix, Charles w. Shepard and
F. c. Shepard, with Rene Lacroix as presi-
and treasurer. The said board shall continue
in office until the election Of their success
sors at meeting of stockholders on the
second Monday In August, 1912.
ARTICLE vi.
This charter may be amended by vote