The herald., 1912-06-13

Section l. To construct or otherwise &C
quire, buy, purchase, lease, or In any other
manner, and to own, hold, maintain and
operate, or sell and dispose of irrigation
plants with the necessary buildings, rights,
ways, pumping stations, machinery, canals
and laterals; and plantations, farms and
lands generally, rice mills paper mills, ware.
houses, depots, grain elevators and other
buildings, factories and machinery neces-
sary or expedient for the manufacture, stor-
age and preparation for market Of rice, or
rice products or by-products thereof. or OF
any other cereal, grain or article wherever,
or for the purpose OF any other business in
which this company may hereafter engage.
Section 2. To manufacture, buy, sell and
generally deal in any or all things or arti-
cles used in connection with growing, irri-
eating, harvesting, warehousing or milling
rice. or other cereal or grain, or the articles
made therefrom, or by-prOducts thereof,
which shall include bags pockets, Irvine, or
any article, receptacle, package or thing,
whether of tin, wood, glass ware or other
material which may be useful in connection
with the manufacture, handling or market
ing, vending or shipping of the products or
other merchandise, produced, handled,
bought or sold by this company.
Section 3. To carry on the business of
cold storage and warehOusing, either bonded
or unbOnded, public or private, and all bust
ness necessarily or implicitly incidental
thereto, or commonly carried on or under
and warrants, negotiable or otherwise, TO
persons storing goods with this company,
and to make advances or loans upon the
security of said goods or otherwise and gen.
orally to qualify and do business as a public
warehOuseman under the laws of the state
Of Louisiana and carry on and undertake
any other business or businesses not prOhib-
tied by law TO this company, which may
from time to time be conveniently carried
on, or be calculated, directly or Indirectly,
TO enhance the value OF or render profitable
any OF the cOmpanys properties or rights.
ARTICLE ".
M
which shall be fully paid and worcestershire
when issued, is hereby fixed at one hundred
thousand dollars UO,OOO.OO), divided into
and represented by one thousand Q,O0O(
shares of the par value of one hundred dol
lars ($100.00) each, which capital stock
may be increased or decreased by proceed
ings taken in the manner provided by law.
The stock of this corporation shall be paid
for in cash at such times and In such
amounts and after such notice TO subscribers
as may be fixed by the board of directors, or
the same or any part thereof may be issued
for not less than par, and delivered TO any
person, firm or corporation in payment for
rights, privileges, franchises or other pro-
perty, or for labor done, services rendered,
ration. This corporation shall have the
right TO begin business when three thou
sand dollars (S3OO0.OOD of its capital stock
shall have been subscribed.
ARTICLE v.
The corporate powers OF this corporation
shall be vested in and the business OF same
shall be managed by a board Of six directors
10 be elected from among the stockholders.
Three members of the board of directors
shall constitute a quorum for the transac-
tiOn of all business of the company and a
majority vote Of any two shall prevail, ex-
cept as herein otherwise provided; said
board of directors shall have power TO ap-
point all agents, clerks and employees and
fix their salaries and compensation; they
shall also have power to make, change, alter
and modify all proper bylaws, rules and
regulations carrying this charter into effect
and for the management of the affairs of
the corporation. Any of the said directors
shall have the right to delegate to any other
director in writing any of the rights and
powers enjoyed by him as such director.
The first board of directors shall consist
of A. Kaplan, Frank A. Godchaux, Sol Wex-
Conover, and they shall hold Office until the
first legal day In May, 1913, or until their
successors shall have been elected and quail
fed. The board Of directors shall annually
elect a president, "A secretary, and a treas
urer, each of whom must be chosen from
among their own number. OF the first board
of directors herein selected, Frank Godchaux
shall be president, W. B. ConOver shall be
secretary, and j. A. Foster shall be treas
urer and they shall hold said offices until
their successors are elected.
On the first legal day in May, 1913, and
annually thereafter, an election for direc-
tors shall be held at the office Of the COM
pany, after ten days notice in writing shall
have been given to each stakeholder OF the
time ana place OF nOl0lng SAID annual elec-
ton, which may be served by transmitting
same to him through the mails, addressed TO
his last known place Of residence or busi-
ness, or care of General Delivery, New Or.
leans, La. The voting for directors shall
be by ballot, under the supervision Of three
commissioners TO be appointed by the board
of directors, and each stakeholder in person
or by proxy shall be entitled to cast one
vote for each share owned by him, which
shall have been standing In his name on the
companys books for at least ten days prior
to the date of said election. A failure from
any cause whatsoever to hold said annual
election or meeting or to elect directors or
officers on the date above specified, shall not
dissolve the corporation; but the directors
til their successors shall have been elected
and qualified ; and Ii shall be the duty of the
board OF directors, within ten days, to con-
vene another meeting of stockholders for
the purpose of electing directors, Of which
meeting each stakeholder shall have three
days prior notice in writing, by mail, as
aforesaid, issued to him by the secretary of
the company; A failure to elect directors
this corporation but the incumbent direc-
tors and officers shall remain in office until
their successors are elected at the next en-
suing annual election and have qualified. In
case of the death or resignation of any d.
rector or officer before the end OF his term
Of office, the vacancy shall be filled by the
remaining directors by the election In his
place of stakeholder having the necessary
qualifications, who shall act until his sue
cessor shall have been elected at an annual
election, and shall have qualified.
ARTICLE vi.
At all meetings Of stockholders, 1t shall
require a vote of the majority of the stock
present or represented to elect directors, or
do any other act, except to amend the char
ter or. dissolve the corporation, which shall
require a vote of al least three-fourths of the
stock so present or represented, which three
fourths must also be majority OF the stock
outstanding.
ARTICLE VII.
Upon the termination of this charter by
Limitation, or upon the dissolution OF the
corporation as hereinafter provided for, the
business and affairs of the corporation shall
be liquidated by three commissioners elected
from the stockholders at general meeting
OF stockholders called for that purpose, after
giving to each stakeholder ten days notice
OF the time and place of holding said meet
ing in the manner prescribed by Article Y
hereof. In case of the death of commits
sioner during the term of his duties, or In
case of his failure or refusal to act, the re-
naming commissioners shall declare the Of
flee vacant and shall select a successor from
among the stockholders.
ARTICLE VIII.
Except as to the increase or decrease OF
capital stock, which must be done In the
manner and form required by law, this act
of incorporation may be changed, modified
or altered, or this corporation may be dis
solved at q general meeting Of stockholders
III AI.oA wfwrtW 30 oh