The herald. [volume] (New Orleans, La.) 1905-1953, 1912-01-18
CHARTER
OF e. sEvILLA & CO., LIMITED.
UNITED STATES OF AMERICA, STATE
OF LOUISIANA. PARISH OF OR
LEANS, CITY OF NEW ORLEANS.

4
OF LOUISIANA. PARISH OF OR
LEANS, CITY OF NEW ORLEANS.
| Be it known, that on this twenty-seventh
| day of December, in the year OF our Lord
one thousand nine hundred and eleven and
OF the independence of the I'm ted States Of
America the one hundred and tnir y-sixth,
before me, Felix Joseph PUG, a notary pub
lie duly commissioned and qualified In and
for the parish of Orleans, STATE OF Louisi-
ana, aforesaid and in the presence Of the
witnesses hereinafter named and under
signed, personally came and appeared the
| scribed who severally 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 well
| as all such persons as may hereafter join or
become associated with them, TO form and
| constitute. and they do hereby constitute a
| corporation for the objects and purposes and
| under the terms and stipulations and cOndl-
F, tions following, to-wit:
ARTICLE I.
The name and title OF the corporation
hereby formed shall be ''E. SEVILIIA & CO.,
| LIMITED" with its domicile in the city OF
New Orleans, state of louisiana, and under
said corporate name 1t 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 lsued ::
make and use a corporate seal and the same
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, the
ri nd ahar ritz nf oIf 20 Nl,a
rfage 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 Z. Sevila 4 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
dollars ($75,0O0.0O), represented by seven
hundred and fifty shares of one hundred dol
lars tS1OO.O0) each, which shall be paid for
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
capital stock may be increased or diminished
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.
poration shall be vested in and exercised by
board OF directors, to be composed Of three
H3D stockholders, to be elected on the last
Wednesday OF December Of each wear. nm
n nd
on the next day thereafter not a holiday
All such elections shall be by ballot. and
conducted at the. office OF the corporation
under the supervision OF two (2) commits
sioners TO be appointed by the board of di-
rectors or by the president, in case the board
OF directors shall not have acted, and of
er who had In writing designated his post
such election written notice shall be msiied
to the post office address Of each stockhold-
once address, not more than forty (4O)
and not less than thirty 800 days count
ing day or mailing and day of election)
prior to the date OF such election. But no
notice Of any kind shall be necessary IL all
ihe STOCK be represented at the annual meet
ing. Each share of stock shall be entitled
to one ~ vote, to be cast either in per
son or by written proxy, and a majority
or the votes cast shall elect Any yacan-
eles occurring among the directors, by
death, resignation or otherwise, shall be
hlled by selection for the remainder of the
year by the remaining director or direc-
tors. Failure TO elect directors on the date
the corporation, but the directors then in
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 RICH.
TO elect as secretary person not a mem
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 i25) per cent of the net annual
pronts OF the corporation, the balance of
the prohts being divided pro rata among
tors may in its discretion allow the presi-
dent TO draw reasonable amount monthly
such amount TO be charged TO him upon
shall sign all checks, but the board may
also IL it see fit confer this power on the
vice president or any director.
The board may appoint from time to time
sucn oncers, clerks, agents, or other en-
poyes as they may deem necessary, proyid-
ed that the board shall not have power to
appoint or elect any officer, clerk, agent
or employee for ixed 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
io"S, iuico TeSuidllO0S 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 IL personally present at the board meet
ings Tor purposes OF quorum, voting, and
Tor any and all other purposes.
The hrst board of directors of this cor
poration shall consist of Delfn villa. Charles
Maduel and z. Sevilla, with Deifn 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
ned. 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)
Gays written notice Of such intention to
sell and allowing the other stockholders the
first opportunity and right of purchasing
said stock pro rata to the holdings at any
SATISFACTORY bona f1de price offered for same
ApTIrrr VT