The herald., 1912-07-11

tained in the following articles, to-wit:
r,. n.mo .na aRdtSLG 1iifs Of l. this corporation
shall be r. Lacroix & Company, Limited
and under its said corporate name IL shaI
have and enjoy a corporate existence anu
succession for twenty years from ana 2Iier
the date hereof, unless sooner dissolved Dy
the action of the stockholders in the manner
provided by law, and by and under that name
IL shall have, enjoy and exercise all rlSnls;
powers and privileges herelna1ter granteo G
or that NAV hereafter be granted by law TO
corpOrations OF this character, with full au-
thority to contract, sue and be sued, pleau
and be impleaded, appear, answer and pros,
ecute in any and all courts OF justice ana
elsewhere; to make and use a corporate seal
and the same to alter and break at pleasure ;
to acquire, receive and own by purchase;
lease donation, exchange or otherwise, ano
to hold, use, enjoy and operate, ana 10 coz
yey and sell, lease, mortgage, pledge, hypoth
ecate or otherwise dispose or properly, real,
personal and mixed, corporeal and lncorpo-
real TO borrow money and 10 issue IN eVl-
Sence thereof notes, bonds, debentures OF
other securities, and to secure the payment
thereof and any agreements in relation there
10 by hypothecation OF property, real, per
sosal and mixed : to name, elect ana appolnI
such directors officers, managers, attorneys,
clerks and employees as Its business inter
ests and convenience may require; and 10
make and adopt and at its pleasure amend
or abrogste such rules, regulations ana py
laws for the proper government or the ar
IA irs OF the corporation as may De necessary
proper or convenient.
ARTICLE H.
The domicie OF this corporation Is hereDy
declared TO be in the City OF New Orleans
State OF Louisiana, and all citations or
other legal process shall be served upon lts
president; or, in the event of his death, ao-
sepce or inability to act, upon It's treasurer; !;
or in the event OF the death, absence or ina
bility TO act OF all the officers OF the corpor-
alton, upon such person as the board OF ul-
rectors may designate as the person 10 re-
ceive service Of process, ",
The objects and purposes for which thls
corporation Is organized ana the nature ol
the business to 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 singular the acts emu
merated in Article | OF this charter.
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, ,000), divided into three hundred
(3OO) shares OF par value OF one hundred
dollars (S100) each, OF which said shares
two hundred (200) shares, amounting 10
twenty thousand dollars (s2O, ,OO0), shall be
preferred shares issued upon the terms and
conditions hereinafter stipulated and one
hundred 10O) shares amounting TO ten
Thousand dollars $50. .000). shall be common
shares The holders Of the preferred shares
shall be entitled to receive In respect or such
preferred shares, as and when declared from
the surplus or net profits OF the company,
yearly dividends at the rate OF six per cent
I6coi per annum and no more. payable
semi annually on the first days OF September
and March in each year. Said DIVIDENDS
shall be cumulative. At no time shall any
dividend be declared, set apart Tor or psld
upop the common shares unless at such 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.
nelt OF such dividends as said preferred
shares may be entitled TO hereunder: oh
dissolution or expiration Of the charter OF
this corporation the preferred shares both
as to any cumulative dividends due and un-
paid and as to distributive shares OF the
assets. shall have preference over me com, p.
one hundred dollars (S10O) per share, ana
cumulative dividends that may then be que
and owing: after the payment OF the par
yalue OF the preferred shares and or such
cumulative dividends then due, the common
shares only shall participate In the surPius.
The preferred shares shall have full voting
power on all questions save In regard 10 the
directors. Common shares shall have full
voting power for all purposes.
ARTICLE v.
All powers OF this corporation, save the
liz
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 pal
lot under the supervision of two (2) cleo
tion commissioners appointed by the Board
Of Directors at the annual meeting or the
stockholders Of this company, which annual
meeting shall be on the second MONDAY OF or
held on the second Monday Of August, 1912.
At all stockholders' meetings every stock
holder shall have the right, In person or by
stock held BY him, but preferred shares shall
have no voting power as to election OF direc-
tors or declaration OF dividends. Two men,
bers of the Board Of Directors shall consti-
tute q quorum. Any and all OF the direc-
tors shall be subject to removal at any spe-
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 filled by the re-
maiaing members of the board.
The Board OF Directors shall continue In
office until their successors have been elect,
meetings shall not have the effect OF ren.
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 1907 days prior to
the date thereof, to the stockholders OF rec
ord by registered letter, q notice OF the time
and place Of said meeting. The president
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 MEM
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 q written proxy to any
of the members Of said board Of directors to
represent him on 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
report of the business done by the company,
together with a 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
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 -board of directors shall consist
of Rene Lacroix, Charles w. Shepard and
dent and Charles W. Shepard as secretary
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 a vote
OF three-fourths (&) of the shareholders at
general meeting convened for that purpose,
after thirty days notice by registered mail
to each stakeholder of record, as provided