The herald., 1912-02-22
ARTICLE l.


shall lie the UNITED FISH AND OYSTER
COMPANY and by said corporate name il
shall have and enjoy succession for a period
of ninety-nine years, unless sooner disSolv-
ed, and have all the rights, privileges and
immunities granted by law TO corporations,
and under said corporate name, IL shall
have power TO contract, sue and be sued, to
make and use corporate seal, and the
same TO break and alter at pleasure, and to
hold. receive, purchase, convey, improve,
ALLEVIATE, hypothecate, lease, borrow, mort
gage or pledge both real and personal pro
perry: TO have and employ such managers
and directors, officers, agents and other en-
ployees as the interest OF the corporation
may require, and to make rules, regula-
tionS and bylaws for its corporate manage
ment and control and to do all things and
acts permitted by law or as shall or may be
necessary and proper 10 carry out the OBJ
jects and purposes OF said corporation.
ARTICLE II.
The domicile of the corporation shall be
in the city Of New Orleans, state of Lou
isiana. Citation and legal service shall be
made upon its president, or in case OF his
absence or disability, on the yice-president
The board OF directors may nominate any
other person upon whom to serve citation
ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature OF
the business to be carried on by ii are here
by declared to be: to buy and sell. pack, i'm
port and export, oysters and fish of all
kinds, TO own and operate oyster beds, TO
erect oyster plants and Smelling houses, to
do general commission business in pro-
duce OF all kinds, and generally to do all
things incidental or germane 10 said bust
ness.
ARTICLE ".
The capital stock of the said corporation
shall be FIVE hundred thousand dollars
lS5O0,O0OOO), divided into and represented
by five thousand shares 10000 of one hun
stock shall be paid for in cash, as called
for by the board of directors, or the same
NAV be issued at not less than par, in pay
actually received or purchased by said cor
poration, or the same may be issued, full
paid, for money advanced, and for such
other valuable consideration or services as
the board of directors Of the corporation
may determine, provided that no stock shall
be issued until the consideration therefor
has been received by the said corporation.
ANY stakeholder may sell, assign or trans
fer his stock in this corporation, provided
thirty 900 days notice of such intention
to sell, assign or transfer the same be given
the company, and the stockholders thereof
shall have the first privilege of purchasing
the same, after which thirty days notice,
the stock may be sold in the open market
The stock of said corporation may be
transferred under the above conditions, pro-
vided such transfer be made on the books
OF said company, at its Office in New Or
leans. and on surrender of the certificate
therefor. No transfer Of any fractional part
OF share shall be made.
This corporation shall commence doing
business as soon as capital stock to the
amount Of three thousand dollars ($3, O0O)
shall have been subscribed for.
ARTICLE V.
The corporate powers OF this company
shall be vested in and exercised by board
of five directors, consisting of the president,
ce-president and three stockholders, three
OF said board shall constitute a quorum for
the transaction of business and their de-
cisions shall be valid corporate acts. The
offices of secretary and treasurer shall be
filled by one person, who need not be a
stakeholder. but may be appointed by the
rectors shall be composed of the following ::
Messrs. Frank Mclaughlin, Saul Moos, Vic
tor f. Deimel, Frank J. LObrano and Rich
ard W. Cummings. with Frank Mclaughlin
as president, and Saul MoOs as vice-presi-
dent. Said board shall hold Office until the
first Monday in February, 1913, or until
their successors are elected and qualified.
During the absence of the president the
vice-president shall preside.
The annual election of the board Of direc-
tors shall take place on the first Monday Of
February Of each year, commencing with
the year 1913. Whenever the said day
shall be a holiday, the election shall be held
on the next legal day thereafter. Notice
of said election shall be given by at least
ten (IO) days written notice by registered
mail sent to each stakeholder Of record at
his known address on the books of the com
pany and such notice shall be legal and
valid in all of its phases and the board Of
directors shall appoint two Of the stock
holders to preside at such election as COM
misSi0ners. In the event of failure of any
commissioner or commissioners to attend
the president shall, by appointment, fill the
vacancy. Any failure from any cause what
ever TO elect directors the day named for
that purpose shall not dissolve the corpo-
ration, but the directors then in Office, as
well as the officers of the company shall
hold over until their successors are chosen.
In such event, the president shall cause an
other election to be held within thirty days
and shall give notice thereof as hereinbe-
fore provided. AT each election and meet
ing each stakeholder shall be entitled to a
vote for each share Of stock registered in
his name and may vote by proxy.
The election of directors shall be by bal
lot and the majority in amount of votes
cast, each share of stock voted upon to be
counted for one vote, shall elect the person
or persons for whom they have been cast
After each election, the board of directors
| shall elect from their own number the off,
GERS Of the company.
ARTICLE VI.
The board Of directors shall have full
power to I'LL vacancies in their number
caused by death, resignation or otherwise,
from among the stockholders of the corpora
ton. The board shall have full control of
the property Of this company, and shall so
conduct. manage and use the same as In