The herald. [volume] (New Orleans, La.) 1905-1953, 1912-01-25
ARTICLE I.

gage and hypothecate property, real, per-
sonal and mixed, corporal and incorporeal
ARTICLE II.
corporation is established, and the nature Of
the business TO be carried on, are hereby de-
| clared to be the carrying on of general
commission and mercantile business, the buy
| ing and selling of agricultural products, the
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
TO take over and continue the business here
tofore carried on by E. Sevilla Co., Lin
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-fve thousand
dollars (S75.000.00), represented by seven
hundred al and nifty shares Of one hundred dol
as and when directed by the board Of direc-
tors. In cash or notes. or property, at the
discretion OF the board OF directors. The
as provided by law. All shares of stock
shall be issued as full paid and non-assess-
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
poratlon snail be vested In and exercised BY
beard OF directors, to be composed of three
10 stockholders, to be elected on the last
wednesday of December Of each wear. nm
less that day be legal holiday, and then
on the next day thereafter not holiday
All such elections shall be by ballot, and
conducted at the office OF the corporation
under the supervision Of two (2) commits
| sloners 10 be appointed by the board OF di-
rectors or by the president, In case the boa I'd
or directors shall not have acted, and OF
er who had In writing designated his post
s so ne election written notice shall be mailed
once address, not more than forty (4O)
and not less than thirty 800 days count
ing day OF mailing and day of election)
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 ID vote, to be cast either In per-
son or by written proxy. and majority
| of the votes cast shall elect. ANY yacan-
cles occurring among the directors, by
ed bv OF S otherwise shall be
year by the remaining director or direc-
tors. Failure to elect directors on the date
above apo specified shall not dissolve or affect
Office 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
or 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
Der of the board.
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 l25) per cent Of the net annual
prohts OF the corporation, the balance of
all Of the stockholders. The board of direc-
tors may In its discretion allow the presi-
dent to draw a reasonable amount monthly,
Se nSaRS nf 70 be charged to him
shall sign all checks, but the board may
also IL 1t see fit confer this power on the
vice president or any director.
The board may appoint from time to time
such officers, clerks, agents, or other en-
ployes as they may deem necessary provid-
ed that the board shall not have power to
or employee for fixed term, but all shall
hold once 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.
| ihc oodIu sudli also nave Iull power anC
: authority to borrow money, issue notes OF
other obligations. and generally to do all
things reasonably necessary for the proper
! carrying on of the business of the corpora
ton. 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 a.
] director at board meetings, and in sucf
: event such absent director shall be counted
: as II personally present at the board meet
: ings for purposes of quorum, voting, ant
Tor Ts any and all other purposes.
! poration shall consist Of Delfn villa, Charlie.
Mad nras,d and E sevilla, with Delhn villa
; directors shall remain in Office until thu
election to be held In December 1912, OIL
until their successors are elected and quail
ned, said oficers, however, holding their Of
nces only at the pleasure of the board.
ARTICLE V.
No stakeholder shall have the right (,
/ sell Or dispose Of any of his stock without
nrst giving to the corporation fifteen (15l
days written notice Of such intention t.
! sell and allowing the other stockholders tn,
first opportunity and right of PURCHASING
said stock pro rata to the holdings at any
satisfactory bona hde price offered for sam,
on the market.
ARTICLE vi.
When this corporation may be dissolved
either by limitation or any other cause Ii.
affairs shall be liquidated by one or NOR,
stockholders to be appointed at the gen
eral meeting Of stockholders which is con
vened for the purpoes of liquidation, saiC
liquidatfng commissioner or commissioner
shall remain in Office until the affairs O
the corporation shall have been fully set
tied and liquidated, and shall have full pow
er to sell, transfer and give title to al
the property, real, personal or mixed O
the corporation and distribute the pro
ceeds thereof amongst the stockholders. II
, case of the appointment of more than on
% liquidating commissioner and the dealt
or Inability to act of one or more of sal,
commissioners. the vacancy shall be file,
by selection by the surviving commissions
or commissioners. In case OF the death o
! sole commissioner the stockholders ma,
, select successor.
ARTICLE VII.
This act Of Incorporation may be modi
fed, changed or altered, or this corpora
ton may be dissolved and its affairs iiqui
dated with the assent Of three-fourths ga
of the capital stock represented at any gen
eral meeting of the stockholders convene,
for such purpose, after written notice shall