The herald. [volume] (New Orleans, La.) 1905-1953, 1912-12-26

and do by these presents covenant and agree
and bind themselves, their successors and
assigns, and such persons as may hereafter
become associated with them, to form and
constitute a body polite in law for the pur-
pose and objects and under the stipulations
and conditions hereinafter set forth and ex-
pressed, which they hereby adopt as their
charter or articles Of Incorporation, to-wit
ARTICLE 1.
shall be III. c. SEYMOUR & COMPANY;
and under such name, IL shall have and en-
joy succession for a period OF ninety-nine
900 years from the date of this act, with
full power in the prosecution. and for the
purpose of it's business hereinafter defined,
TO 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
to appoint or elect such directors, officers,
managers, agents, or other employees. as
the interest or convenience or It's business
may require: to make, amend or repeal at
pleasure such bylaws rules or regulations,
touching the management or the afalrs or
business or the exercise or the powers or
this corporation as may be necessary or
convenient; to increase its capital stock;
to adopt a corporate seal. and the same 10
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 dOmicile OF this corporation shall be
in the city OF New Orleans, state OF Louisi-
ana and all citations or other legal process
shall I've served upon the president, ana In
his absence upon any other officer or the
corporation.
ARTICLE III.
The object and purpose for which TINS
corporation is organized. and the nature or
the business to be carried on by II are
hereby declared to be: 10 contract, buy or
N..1l aNa Nc
state or elsewhere. canning and preserving
factories for the purpose OF preserving,
manufacturing and packing all kinds or sea
food. oysters, fish. shrimp. fruits. agrlcnl-
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
OF its business; to own and operate DOCKS
and ship-yards. 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
such business as may be necessary for. or
incidental to 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 (S25.-
0O0.OO) dollars, divided into one thousand
$1,000 shares of twenty five t$25OO) dol
| lars each. payable in cash or its equivalent.
as may be determined by the board OF direc-
| tors. This corporation is TO be going
concern as soon as five thousand (S5,OOO.OO)
dollars OF the capital stock shall have been
subscribed for. and appearers declare that
| they hereby subscribe for the number of
shares Of said capital stock set opposite
their respective signatures hereto. All
| transfers Of stock Of this corporation shall
he 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
| first giving notice to the corporation, by
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, II said
retiring stakeholder has received bona fde
offer for said stock the corporation shall
have the right to purchase same at the price
so offered This option 10 purchase the
shares OF a retiring stakeholder shall exist
for period Of thirty (3O) 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 ia
a meeting Of the stockholders.
ARTICLE V.
| All the corporate powers of this corpora.
| tiOn shall he vested in and exercised by a
board of directors composed OF three CD
stockholders. two (2l of whom shall con
stitute quorum in the transaction OF bust
ness. which said directors shall be elected
at a general meeting OF the stockholders OF
this corporation. to be held on the second
i Thursday OF July in each year, and notice
of said election shall be 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. a vice-presdent. a treasurer, secre
tary. and a manager. the last two OF whom
need not be member OF the board OF direc
4 tors and any two of said offices may bt
held by one man. The board OF director:
NAV also fill all vacancies on eaid board
arising from any cause whatsoever. Tht
following officers shall serve until the sec
ond Thursday Of July. 1917 or until theil
successors shall have been duly elected and
qualified. to-wit: Hugh Charles Seymour
president and treasurer: Emile r. Wendell
secretary and William Bischoff, vice-prest
dent and manager.
The first election for directors under thi'
charter shall take place on the second
Thursday OF July. 1917. until which time
or until their successors shall have beer
duly elected and qualified, the followin!
! OF directors to-wit: Hugh Charles Seymour
: Emile r. Wendell. and William BischOff.
7 The second Thursday OF July, beginninj
: in 1917, shall be the regular day for tn
meeting of the stockholders to elect direc
tors, but the failure from any cause to cleo
: directors on the day stipulated, shall no
dissolve the corporation, but the officers AM
directors then in Office shall hold until thei
; successors shall have been duly elected an
t qualified. In the event of the failure t
hold an election on the day stipulated, tn
. president shall call new meeting on tel
: DAYS notice as soon thereafter as practica
BILE. At all the elections and meetings o
! stockholders, each stakeholder shall be en-
. titled to one vote for each share Of stoc
registered in his name. and may vote Il
Z person or by proxy. All elections shall b
by ballot.
ARTICLE VI.
, The board of directors shall have tn
power to fill all vacancies in its member
from among the stockholders of this col
iporation. The board of directors shall hav
, full control OF the property OF this corpora
/, ton, and shall conduct and manage and us
|, the same as In its discretion II may deer
, fit and consistent with the object of the col
poration and its welfare. 1t may make an
: establish. as we'll alter and amend, an
!, and all bylaws, rules and regulations neces
sary and proper in its Judgment for the cor
> duet and management OF the business; an
> It shall have power TO appoint, fix the CON
pensation of. and dismiss, all such officer:
agents. employees. servants, and clerks a
may he necessary to conduct the business Q
the corporation.
e ARTICLE VII
This act Of Incorporation may be changed
D modified or amended. fundamentally or inc
dentally, and this corporation may be di: