The herald., 1912-12-12

become associated with them, to form and
constitute body polite In law for the pur-
and conditions hereinafter set forth and ex-
pressed. which they hereby adopt as their
charter or articles of Incorporation, to-wit !:
ARTICLE |.
The name and title OF this corporation
shall be: III. c. SEYMOUR & COMPANY;
and under such name, IL shall have and en-
JOY succession for a period OF ninety nine
t99) years from the date of this act with
run power In the prosecution, and for the
purpose OF its business hereinafter defined,
10 contract, sue and be sued, TO acquire
lease. use and hold, ALLEVIATE, mortgage,
pledge. or otherwise cucumber any property
movable or immOvable, In or out OF the
state of Louisiana: to issue its bonds or
other evidence OF Indebtedness and TO Sc
cure same by pledge. mortgage or otherwise ::
10 appoint or elect such directors. officers.
managers, agents, or other employees, as
the interest or convenience OF its business
may require: to make, amend. or repeal at
pleasure such bylaws, rules or regulations,
touching the management OF the affairs or
business or the exercise OF the powers OF
this corporation as may be necessary or
convenient: to increase its CAPITAL stock
T. adopt a corporate seal and the same TO
make or alter at will. and generally, for the
purpose and objects Of its business. to exer-
else all rights and powers permitted by law
ARTICLE H.
The domicle Of this corporation shall be
in the city Of New Orleans, state OF LOuisi-
shall he served upon the president. and in
his absence upon any other officer OF the
corporation.
ARTICLE III.
The object and purpose for which this
corporation is organized. and the nature OF
the business to be carried on by Il are
hereby declared TO he to contract, buy or
lease. and 10 own, hold or operate in this
state or elsewhere, canning and preserving
factories for the purpose of preserving
manufacturing and packing all kinds OF sea
food. oysters. fish. shrimp. fruits. agricul-
tural or vegetable. liquid or solid food pro-
ducts; to own, lease and operate water bot
toms. farms and orchards, and other landed
and water estates for the production Of the
raw material used in the business to carry
on cold storage business. to manufacture
and sell ice, electricity. and any and all
articles Of material used in the conductiOn
or ITS business: 10 own and operate docks
ana Snip-yardS. as the nature OF the buSi-
ness may necesSitate: to buy and sell all
character OF merchandise to sell the pro-
duets and by-productS Of ITS own manufac-
ture and generally to do and perform all
incidental 10 the object and purpose herein
mentioned as fully as II set forth herein.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at twenty-five thousand 1925
O0OOO) dollars. divided into one thousand
loooD shares OF twenty-five S25 00l dol
lars each. payable in cash or its equivalent
as may he determined by the board OF direc-
tors. This corporation is to be a going
concern as soon as five thousand Isl, 900 OO)
dollars or the capital stock shall have been
they hereby subscribe for the number OF
shares or said capital stock set opposite
their respective signatures hereto. All
transfers OF stock of this corporate ton shall
be entered on the stock book and no trans
fer Of stock shall he binding upon the cor
poration unless made upon its books
. No stakeholder shall dispose of his hold
ingS Of stock in this corporation without
giving n0Tipp In m Nv
letter addressed to the president. stating his
intention to sell: and thereupOn the cOrpo-
ration shall have the option Of purchasing
said shares at the market price or IL said
retiring stakeholder has received a bona fide
offer for said stock the corporation shall
have the right to purchase same at the price
shares OF retiring stakeholder. shall exist
for a period Of thirty (3Ol days from notice
of Intention to sell. The board Of directors
Is authorized TO purchase said shares of the
retiring stockholders for the account OF the
remaining stockholders, without reference to
a meeting OF the stockholders.
ARTICLE V.
All the corporate powers OF this CORPORA
board Of directors composed OF three (3)
stockholders. two (2) OF whom shall CON
stitute quorum in the transaction Of bust
ness, which said directors shall be elected
at general meeting Of the stockholders of
this corporation. to be held on the second
Thursday or July In each year. and notice
OF said election shall he given by a letter
mailed ten (10) days previous to said cleo
tion. and sent TO the last known address OF
each of the stockholders The said board
at its first meeting after each annual cleo
ton shall elect from its members a presi-
dent yice-president a treasurer a secre-
tary. and manager. the last two Of whom
need not be a member of the board Of direc-
tors and any two Of said offices may he
held by one man. The board of directors
may also fill all vacancies on said board
arising from any cause whatsoever The
following officers shall serve until the sec
ond THURSDAY Of July; 1917. or until their
qualified. to-wit: Hugh Charles SEYMOUR
president and treasurer: Emile r. Wendell
secretary and William Bischoff. vice-presi-
dent and manager.
The first election for directors under this
charter shall take place on the second
of July. 1917. until which time.
or until their successors shall have been
duly elected and qualified. the following
shall constitute the first board
OF directors. to-wit: Hugh Charles Seymour,
Emile r. Wendell and William Bischon
The second Thursday OF July. beginning
In 1917, shall be the regular day for the
meeting of the stockholders TO elect direc-
tors. but the failure from any cause to elect
directors on the day stipulated. shall not
dissolve the corporation but the officers and
directors then in Office shall hold until their
shall have been duly elected and
qualified. In the event of the failure to
hold an election on the day stipulated. the
president shall call a new meeting on ten
days notice as soon thereafter as practical
bic. At all the elections and meetings OF
each stakeholder shall be en-
titled to one vote for each share OF stock
registered in his name, and may vote in
person or by proxy. All elections shall be
by ballot.
ARTICLE VI.
The board Of directors shall have the
power TO fill all vacancies in its members
from among the stockholders OF this cor
poration. The board OF directors shall have
full control OF the property of this corpora
ton, and shall conduct and manage and use
the same as In IT'S discretion II may deem
it and consistent with the object Of the cor
Doration and its welfare. 1t NAV make and
as well as alter and amend any
md all bylaws, rules and regulate neces-
sary and proper In It's Judgment for the con-
luct and management OF the business; and
L shall have power to appoint, fix the COM
of, and dismiss, all such officers.
agents, employees, servants. and clerks as
nay be necessary to conduct the business Of
The corporation.
ARTICLE VII.
This act Of Incorporation may he changed
modified or amended fundamentally or incl
and this corporation may be dis
solved with the assent of three-fourths OF
he capital stock represented at a general
Meeting Of the stockholders called for that
purpose after a ten (10) day notice. Any
'hanges proposed or made with reference to
he increase or deduction OF the capital
stock. shall he made in accordance with the
avs Of the state of Louisiana on that sub
ect. Notice OF all meetings of stockhold-
RS not herein and by law otherwise provid-
d for shall be given to each stakeholder by
etter addressed to his last known place Of
cd in ha lie Of oosf