The herald., 1912-06-20


fained In the following articles, to-wit:
ARTICLE /.
The name and title of this corporation
shall be r. LacroiX 4 Company, Limisedii te1i
have and enjoy a corporate existence anu
succession for twenty years from ana alIer
the date hereof. unless sooner dissolved Dy
the action of the stockholders In the manner
provided by law, and by and under that name
it shall have enjoy and exercise all rights,
powers and privileges hereinafter granted
or that may hereafter be granted Dy law 10
corporations of this character, Win Iull au
thority TO contract, sue and be sued, plead
and be impleaded, appear, answer ana pros,
ecute In any and all courts or Justice ana
elsewhere; TO make and use corporate sea-
and the same to alter and break at pleasure ;
10 acquire receive and own by purchase.
lease donation, exchange or otherwise, anu
10 hold use, enjoy and operate, ana 10 con
vey and sell, lease, mortgage, piedge, hypotn
ecate or otherwise dispose or properly, real,
personal and mixed, corporeal and incorpo-
real: 10 borrow money and TO issue IN evil
dence thereof notes, bonds, deDentures or
other securities, and 10 secure Ihe payment
thereof and any agreements in relation there
10 by hypothecation of 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; and TO
make and adopt, and at its pleasure amend
or abrogate such rules, regulations and by
laws for the proper government OF the al
fairs or the corporation as may pe neSeSS"i -
proper or convenient
ARTICLE II.
The domcile OF this corporation Is hereby
declared to be in the City OF New orleans,
State of Louisiana, and all CITATIONS or or
resident; or. In the event of his death, ao-
S, nee or inability to act, upon It's treasurer
or in the event OF the death, absence or ina
bility to act of all the ofhcers OF the cotp9I-
alton. upon such person as the board OF d.
rectors may designate as the person 10 re-
ceive service of process, ~,
The objects and purposes for which TINS
cornoration Is organized and the nature of
the business 10 be carried on by 1t are here
by declared to be: To buy, sell and deal In
cotton and all products and by-products OF
objects to do all and singular the acts emu
merated in Article I 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.
ARTICLE ~.
The capital stock OF this corporation Is
hereby fixed at the sum or thirty tnousand
dollars 1896, ,O00), divided into three hundred
(3OO) shares of a par value of one hundred
dollars (s1O0) each, of which said shares
two hundred (200) shares, amounting TO
twenty thousand dollars (S20,000), shall be
preferred shares issued upon the terms and
conditions hereinafter stipulated. and one
hundred (1OO) shares, amounting TO ten
thousand dollars (S10,000), shall be common
shares The holders of the preferred shares
shall be entitled TO receive In respect OF such
preferred shares. as and when declared from
the surplus or net profits of the company,
yearly dividends at the rate OF six per cent
16c,l per annum and no more. payable
semi i-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
hppn
paid or provided for nor shall airy 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 as said preferred
shares NAV 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 COM
mon shares and shall he first liquidated al
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 10 the
declaration OF dividends or the election OF
directors. Common shares shall have full
voting power for all purposes.
ARTICLE V.
All powers of this corporation, save the
mower to fix and declare dividends. shall be
vested in and exercised by 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 or two 90 elec.
tion commissioners appointed by the BOARD
Of Directors at the annual meeting or the
stockholders Of this company, which annual
meeting shall be on the second Monday OF
August Of each year. the first meeting to be
held on the second Monday of August, 1917
At all stockholders meetings every stock
holder shall have the right, In person or by
proxy, to cast one vote on each share OF
stock held by him, but preferred shares shall
have no voting power as to election or dlrec
| tors or declaration Of dividends. Two mem
bers of the Board OF Directors shall consul
tute a 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 saic
stockholders at such meeting may NIL the
vacancy so caused; but all vacancies mol
caused by removal shall be filed by the re-
| naming members of the board.
! The Board Of Directors shall continue it
Office until their successors have been elect
| ed and qualified, and the failure to holI
meetings shall not have the effect of ren
dering invalid this charter or any action o1
the officers or directors hereunder. Meet
ings Of the stockholders shall be preceded by
mailing, at least thirty (30( days prior tC
| the date thereof, to the stockholders Of rec
| ord by registered letter, notice OF the time
| ana place OF SdlQ meeting. Inc pTeslutu
shall have full power to provide for specia
or general meetings of the shareholders ol
| of the board Of directors; or 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 mem
Der Of the board Of directors who may b'
prevented by sickness from attending, ol
| who may be absent from the domicile OF thu
| company, may give a written proxy to any
Of the members of said board Of directors t.
| represent him on all matters at any meet
ing Of the board Of directors, whether spe
| cial or general.
| The power to fix and declare dividends II
accordance with the charter provisions here
| of shall be vested exclusively in the com
mon stockholders, and shall be exercised b,
| them at the annual stockholders meeting o.
| this corporation. At said annual meeting
| the treasurer Of the company shall present
| report of the business done by the company
| together with a detailed statement of IL
| assets and liabilities to cover the twelv,
months period prior to the first Of Angus
Of that year.
The officers of this company shall be
president and a secretary and treasurer
Of directors at their first meeting after thei
own election. Both Of said officers must b.
members of the board of directors.
The first -board Of directors shall consis
| of Rene Lacroix Charles w. Shepard ant
f. c. Shepard, with Rene Lacroix as presi
and treasurer. The said board shall continu
| in Office until the election Of their success
| sors at a meeting Of stockholders on tn,
second Monday in August, 1912.
i ARTICLE vi.
| This charter may be amended by a vot,
of three-focrths (%) Of the shareholders a
a general meeting convened for that purpose
| after thirty days notice by registered mai