The herald., 1912-06-13
CHARTER.
Of r. LAcRoIx 4 COMPANY, LIMITED.

BE IL known, that on this twenty-second
day of May, in the year OF our LORD one
thousand nine hundred and twelve, and OF
the independence Of the United States OF
America the one hundred and thirty seventh !;
before me, Pierre ID. Olivier, Notary Pub
lie in and for the State OF LOUISIANA ana
Parish OF Orleans aforesaid, duly commits
stoned and qualified, and In the presence or
the witnesses hereinafter named and under
signed; personally came and appeared the
several persons whose names are hereunto
subscribed who declared 10 me, notary, in
the presence of the undersigned witnesses
that availing themselves of the provisions
OF the laws of the State of Louisiana, they
have mutually agreed and contracted and
by these presents do agree and contract and
bind and Obligate themselves, their heirs
and assigns and all persons who may mere
after become associated with them herein
TO form a corporation and do hereby form
and organize q corporation under the name
and for the objects and purposes and under
the terms, stipulations and provisions con-
ARTICLE /.
The name and title Of this corporation
shall be X. Lacroix 4 Company, Limited,
and under its said corporate name 1t shall
succession for twenty years from and after
the date hereof, unless sooner dissolved by
the action of the stockholders in the manner
provided by law, and by and under that name
IL shall have, enjoy and exercise all rights,
powers and privileges hereinafter granted
or that may hereafter be granted by law TO
corporations OF this character. with full au-
tbOrity TO contract, sue and be sued, plead
and be impleaded, appear, answer and pros
ecute in any and all courts Of justice and
elsewhere; 70 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, and
10 hold, use, enjoy and operate, and TO con
vey and sell, lease, mortgage, pledge, hypOtn
ecate or otherwise dispose OF property, real,
personal and mixed, corporal and incorpo-
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
to by hypOthecation or property, real, per
sonal 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 and by
laws for the proper government OF the az
fairs OF the corporation as may be necessary
proper or convenient.
ARTICLE II.
The domicile OF this corporation is hereby
declared TO be in the city or New orleans.
State OF Louisiana, and all citations or
other legal process shall be served upon its
president or, in the event of his death, alb
Sence or inability, to act, upon its 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 d.
rectors may designate as the person to re-
ceive service of process.
ARTICLE III.
The objects and purposes for which thi.
corporation Is organized and the nature OF
the business TO be carried on by ii 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 to
do business in this state and In any other
state or states OF the Union.
The capital stock Of this corporation Is
hereby fixed at the sum OF thirty thousand
dollars (s30,0O0), divided into three hundred
(300) shares of par value of one hundred
two hundred (200) shares, amounting TO
twenty thousand dollars (s20,0O0), shall be
preferred shares issued upon the terms and
conditions hereinafter stipulated, and one
thousand dollars (S10,O 00). 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 net profits of the company,
yearly dividends at the rate OF six per cent
(6o1) per anuum 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 for or paid
upon 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
ment OF such dividends said preferred
shares may be entitled to hereunder. On
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 the CON-
mon shares and shall be first liquidated at
one hundred dollars (s100) per share, and
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 surplus.
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 all purposes ? Sc,
All powers Of this corporation, save the
power TO fix and declare dividends. shall be
vested In and exercised by a 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 of two (2) cleo
tion nmissioners appointed by the Board
OF Dir ctors 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 to he
held on the second Monday of August, 1912.
At all stockholders meetings every stock
proxy, 10 cast one vote on each share of
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 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 fill the
vacancy so caused; but all vacancies not
caused by removal shall be filled by the re-
naming members of the board.
The Board OF Directors shall continue in
Office until their successors have been elect
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
tngs OF the stockholders shall be preceded by
mailing, at least thirty 900 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 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-
eial or general.
The power to fix and declare dividends In
accordance with the charter provisions here
of shall be vested exclusively In the COM
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