The herald., 1912-01-11
CHARTER
OF e. sBvILLA & CO., LIMITED.
UNITED STATES OF AMERICA. STATE
OF LOUISIANA. PARISH OF OR
LEANS, CITY OF NEW ORLEANS.

UNITED STATES OF AMERICA, STATE
OF LOUISIANA. PARISH OF OR
| LEANS, CITY OF NEW ORLEANS.
Be 1t known, that on this twenty
day of December, in the year of our LORI
one thousand nine hundred and eleven and
of the Independence Of the I'm ted States OF
America the one hundred and thir ysixth
before me, Felix Joseph Puig. notary pub
lie duly commissioned and qualified In anC
for the parish of Orleans, state of Louis
ana, aforesaid and in the presence of thu
witnesses hereinafter named and under
signed, personally came and appeared the
| persons whose names are hereunto sub
| scrlbed. who severaly declared. that avail
ing themselves Of the laws OF the state OF
Louisiana, they do by these presents coven
ant and agree and bind themselves as wei
as all such persons as may hereafter join o
| become associated with them, TO form ant
! constitute, and they do hereby constitute I
corporation for the objects and purposes anC
under the terms and stipulations and condl
tions following, to-wit
ARTICLE 1.
The name and title of the corporation
hereby formed shall be ''E. SEVIULA & co.
| LIMITED" with its domicile In the city OF
said corporate name It shall have the power
and authority to have and enjoy succ ,ssion
| for period OF twenty-five (25) years from
date hereof; to contract, sue and be sued
|
break and alter at pleasure; hold, receive,
| purchase, lease and convey, as well as mort
gage and hypothecate property, real, per-
sonal and mixed, corporal and incorporeal
ARTICLE II.
The objects and purposes for which this
| corporation Is established, and the nature OF
the business to be carried on, are hereby de-
clared to be the carrying on of a general
commission and mercantile business, the buy
| ing and selling of agricultural products, tn,
hiring and chartering OF ships for the car
| riage OF the same and acting as agents for
steamships or the owners thereof, with the
| right and power to do any and all things
necessarily connected with or In any manner
| incidental to the aforesaid purposes. And
10 take over and continue the business here
| tofore carried on by +. Sevilla & Co., Linz
tied, corporation organized by an act be-
| fore the undersigned notary public, on the
18th day OF August, 1904.
Citation shall be served upon the presi-
dent of the corporation. and in his absence
from the city, upon the secretary.
ARTICLE III.
The amount of the capital stock Of this
corporation shall be seventy-ive thousand
dollars (S75,000.00), represented by seven
hundred and fifty shares of one hundred dol
lars tS1O0.00) each, which shall be paid for
as and when directed by the board Of dlrec-
tors. In cash or notes. or property, at the
discretion OF the board OF directors. The
capital stock may be increased or diminished
as provided by law. All shares of stock
able, and no transfer Of stock shall be bind
ing on the corporation unless recorded on
its books
ARTICLE ".
All Of the corporate powers of this cor
poration shall be vested in and exercised by
board OF directors, to be composed of three
~ stockholders, to be elected on the last
wednesday of December OF each wear up-
less that day be legal holiday, and then
on the next day thereafter not a holiday
All such elections shall be by ballot and
conducted at the office OF the corporation
siOners 10 be appointed by the board of d.
rectors or by the president, in case the board
or directors shall not have acted, and of
er who had In writing designated his post
such election written notice shall be mailed
TO the post office address of each stockhold-
ONCE address,, not more than forty (4O)
and not less than thirty 800 days count
prior TO the date Of such election. But no
notice Of any kind shall be necessary IL all
the stock be represented at the annual meet
Ing. Each share of stock shall be entitled
10 one ~ vote, to be cast either in per-
son or by written proxy and a majority
OF the votes cast shall elect. ANY vacan-
eies occurring among the directors, by
filled by selection for the remainder of the
year by the remaining director or direc-
tors. Failure to elect directors on the date
abo specified shall not dissolve or affect
of1ce shall remain In Office until their sue
cessors are elected and qualified and shall
cause another election to be held as soon
as possible thereafter, after due notice there
OF shall have been given for the time and
In the manner above provided.
The Board of Directors at their first
meeting following each annual election shall
elect one Of their number to be president
another to be vice PRESIDENT, and another
to be secretary, but shall have the right
to elect as secretary person not a men,
The president shall have the general man.
agement and direction OF the business of
the corporation. He shall be paid no sal
airy but for his services he shall receive
twenty-five (25) per cent Of the net annual
prohts OF the corporation, the balance Of
the profits being divided pro rata among
all OF the stockholders. The board of direc-
tors may In Its discretion allow the presi-
dent to draw reasonable amount monthly
such amount TO be charged TO him upon
me me books OF the company The president
also IL 1t see fit confer this power on the
vice president or any director.
The board may appoint from time to time
spcn officers, clerks, agents, or other en-
ployes as they may deem necessary, provid-
ed that the board shall not have power to
appoint or elect any officer, clerk, agent
or employee for fixed term, but all shall
hold Office at the pleasure of the board
Said board may make and establish. as
well as alter and amend, any any all by
laws, rules and regulations necessary and
proper for the conduct and control of the
business and affairs of the corporation
The board shall also have full power and
authority to borrow money, issue notes or
other obligations, and generally to do all
things reasonably necessary for the proper
carrying on Of the business Of the corpora
tion. And also to issue and deliver full
paid shares Of stock Of the corporation in
payment Of property or assets actually re-
ceived by the corporation.
Any director shall have authority to ap-
point In writing any stakeholder, or any
member OF the board, to represent him as
director at board meetings, and In such
event such absent director shall be counted
as II personally present at the board meet.
ings FOR purposes Of quorum, voting and
for any and all other purposes
The first board Of directors of this cor
poration shall consist of Delin villa, Charles
Maduel and E. Sevilla, with Delfn villa
as president, E. Sevilla as vice presidnet,
and Charles Maduel as secretary Said
directors shall remain In office until the
election to be held in December, 1912 or
until their successors are elected and quail
fed. said officers however, holding their Of
noes only at the pleasure of the board.
ARTICLE v.
No stakeholder shall have the right to
sell or dispose Of any Of his stock without
nrst giving to the corporation fifteen (15)
days written notice of such intention to
sell and allowing the other stockholders the
said stock pro rata to the holdings at any
SatisfacfOry bona dda nrica nHarad 20 an NO