The herald., 1912-02-01

signed. personally came and appeared the
persons whose names are hereunto SUP
seribed who seUerahy aecar re tb .ns state Of
Louisiana, they do by these presents coVpn,
ant and agree and bind themselves as wei
as all such persons as may hereafter JOIN OF
become associated with them, to form ana
constitute, and they do hereby constitute
corporation for the objects and purposes ana
under the terms and stipulations and condl-
lions following, to-wit:
ARTICLE l.
hereby formed shall BE- az. SEVIBLA h 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 4 period of twenty-five (25) years from
ate hereof; to contract, sue and be sued;
make and use 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, corporeal and incorporeal.
ARTICLE II.
The objects and purposes for which this
corporation is established and the nature or
the business TO be carried on, are hereby de-
clared to be the carrying on of a genera,
commission and mercantile business, the buy
ing and selling OF agricultural products, the
hiring and chartering OF ships for the car
riage 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
to take over and continue the business here
tofore carried on by f. Sevila & 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
corporation shall be seventy-five thousand
dollars (S75OOOO0), represented by seven
hundred and fifty shares OF one hundred dol
lars (S10000) each, which shall he 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
a board OF directors, to be composed Of three
(3) stockholders, to he elected on the last
Wednesday Of December OF each year. I'M
less that day be a legal holiday and then
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 ~ commits
sioners TO be appointed by the board OF d.
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 mailed
to the post Office address OF each stockhold-
office address, not more than forty (4O)
and not less than thirty 800 DAYS count
ing day OF mailing and day Of electionl
n hA do 81 II,
notice OF any kind shall be necessary II all
the stock be represented a 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-
cles occurring among the directors, by
death, resignation or otherwise, shall be
filled by selection for the remainder OF the
year by the remaining director or direc-
tors. Failure TO elect directors on the date
above specified shall not dissolve or affect
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
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 a person not a men,
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 (25) per cent OF the net annual
profits of the corporation, the balance of
the profits being divided pro rata among
all OF the stockholders. The board Of direc-
tors may In its discretion allow the presi-
such amount to be charged TO him upon
the books OF the company. The president
shall sfsd sign all &C. checks but the board may
| vice president or any director.
The board may appoint from time to time
| such officers, clerks, agents, or other en-
ed that the board shall not have power to
| appoint or elect any officer, clerk, agent
or employee for fixed 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
laws, rules and regulations necessary and
proper for the conduct and control of the
The board shall also have full power and
authority to borrow money, issue notes oil
other obligations. and generally to do al
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
Any director shall have authority to ap
point In writing any stakeholder, or an,
| MEMBER or the board, to represent him a
director at board meetings, and In sucl
event such absent director shall be counted
as II personally present at the board meet
ings for purposes of a quorum. voting, ant
for any and all other purposes.
The first board Of directors of this cor
poratiOn shall consist of Delfin Villa, Charlie
Maduel and E. Sevilla, with Delhn VII.
as president, Z. Sevilla as vice presidnet
and Charles Maduel as secretary. Sal
directors shall remain in office until tn
election to be held In December, 1912, o
fed, said officers, however, holding their OF
hces only at the pleasure of the board.
ARTICLE v.
No stakeholder shall have the right I
sell or dispose of any of his stock withou
first giving to the corporation fifteen (15
days written notice of such intention I
sell and allowing the other stockholders tn
said stock pro rata to the holdings at an
satisfactory bona ide price offered for sam
ARTICLE vi.
II When this corporation may be dissolved
either by Limitation or any other cause, II
affairs shall be liquidated by one or NOR
eral meeting of stockholders which is cor
, vened for the purpoes of liquidation. sal
liquidating commissioner or commissioner
shall remain In Office until the affairs 9
the corporation shall have been fully Sc
tied and liquidated, and shall have full pov
er to sell, transfer and give title to a
the property. real, personal or mixed, {
the corporation and distribute the pr,
ceeds thereof amongst the stockholders.
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