The herald., 1912-02-15


Zation of corporations, they nave covenanted
and agreed and do. by these presents, cOVen-
ant and agree and bind themselves, as well
as all other persons who may hereafter be
come associated with them, 10 form and
constitute themselves into corporation
under the articles and stipulatiOns follow
Ing, to-Wit:
ARTICLE /.
The name and style of the corporation
shall be the UNITED FISH AND OYSTER
COMPANY and by said corporate name 1t
shall have and enjoy succession for period
OF ninety nine years, unless sooner dlssolv-
ed, and have all the rights, privileges ana
immunlties granted by law to corporations,
and under said corporate name, II shall
have power to contract, sue and be sued, 10
make and use a corporate seal, and the
same to break and alter at pleasure, ana 10
hold receive, purchase, convey, improve,
ALLEVIATE hypOthecate, lease, borrow, mort
gage or pledge both real and personal pro-
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 10 do all things and
acts permitted by law or as shall or may he
necessary and proper to 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
isana. Citation and legal service shall be
made upon its president, or in case Of his
absence or disability, on the vice-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 or
| the business to be carried on by 1t 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 a general commission business in pro-
duce OF all kinds, and generally to do all
things incidental or germane 10 said busi-
ness. 49,
The capital stock Of the said corporation
shall be five hundred thousand dollars
| $500, 100000, divided into and represented
by five thousand shares $4,000 Of one hun
dred dollars (S100.O0) each, which said
stock shall be paid for In cash, as called
NAV be issued at not less than par, in pay
ment or exchange for property or rights
Iactually received or purchased by said cor
poration, or the same may be issued, full
paid, for money advanced, and for such
IOther 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 a share shall be made.
This corporation shall commence doing
business as soon as capital stock to tbs
amount OF three thousand dollars ($3,OOO)
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
lvice-president and three stockholders, three
of said board shall constitute quorum fol
the transaction of business and their de
cisions shall be valid corporate acts The
offices of secretary and treasurer shall bt
filed by one person, who need not be 9
stakeholder, but may. be appointed by tins
board of directors: The first board Of di
rectors shall be composed of the following
Messrs. Frank Mclaughlin, Saul Moos, Vic
tor f. Defined, Frank ]. LObrano and Rich
ard w. Cummings, with Frank Mclaughlin
dent. Said board shall hold office until tn,
first Monday in February, 1913, or unit
their successors are elected and qualined
During the absence of the president the
vice president shall preside.
The annual election Of the board or direc
tors shall take place on the first Monday o
February of each year, commencing VIII
shall be holiday the election shall be helC
on the next legal day thereafter. Notice
of said election shall be given by at leas
ten (10) days written notice by registered
lmail sentaO each stakeholder OF record a
his knowHsaddress on the books of the com
pany: and such notice shall be legal AM
valid in all of its phases and the board o
directors shall appoint two OF the STOCK
missioners. In the event of failure or an.
commissioner or commissioners to attend
the president shall, by appointment NIL tn
Vacancy ANY failure from any cause what
lever to elect directors the day named 70
THAT purpose shall not dissolve the corpo
ration, but the directors then in ONCE a
well as the officers OF the company shal
hold over until their successors are chosen
In such event, the president shall cause an
other election 10 be held within thirty day
,, and shall give notice thereof as herelnDe
fore provided. AT each election ana meet
ing each stakeholder shall be entitled to
vote for each share Of stock registered l
! his name and may vote by proxy.
! The election Of directors shall be by ba
! lot and the majority in amount or vote
+ cast. each share of stock voted upon to b
} counted for one vote, shall elect the perso
or persons for whom they have been cas-
: After each election, the board of director
: shall elect from their own number the of
{ GERS of the company.
ARTICLE VI.
5 The board Of directors shall have fu
!, power to I'LL vacancies in their numbt
e caused by death, resignation or otherwis
{ from among the stockholders of the corpor'
: ton. The board shall have full control
4 the property of this company, and shall