The herald., 1912-12-19

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, t0-wit
ARTICLE l.
The name and title of this corporation
shall he: ii. c. SEYMOUR & COMPANY;
and under such name, IL shall have and en-
joy succession for a period Of ninety-nine
1921 years from the date of this act, with
full 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,
state of louisiana: to issue its bonds or
other evidence of Indebtedness and 10 Sc
cure same by pledge, mortgage or otherwise;
10 appoint or elect such directors officers.
mana gers. 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 mana cement 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;
to adopt a corporate seal, and the same 70
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
to corporations.
The domicile Of this corporation shall he
in the city OF New Orleans state Of IOuSi-
ana. and all citations or other legal process
shall be served upon the president. and in
corporation.
ARTICLE III.
The object and purpose for which this
corporation is organized. and the nature OF
the business to he carried on by IL are
hereby declared TO he to contract. buy or
lease. and to 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. agricu-
tural or vegetable. liquid or solid food pro-
ducts 10 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
articles OF material used in the conduction
Of It's business; TO own and operate docks
and ship-yardS. as the nature OF the buSi,
ness NAV neceSSitate: to buy and sell all
character OF merchandise. 10 sell the pro-
ducts and by-products Of its own manufac-
ture, and generally to do and perform all
such business as may he necessary for. or
incidental to the object and purpose herein
mentioned as fully as If set forth herein.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at twenty-five thousand 1925
10000 dollars, divided into one thousand
IL .0OOl shares Of twenty-five (S2500) dol
lars each. payable in cash or its equivalent,
as may be determined by the board OF dlrec-
tors. This corporation is to be a going
concern soon as five thousand 5000 00)
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
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
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 bona fide
offer for said stock the corporate ton shall
have the right to purchase same at the price
so offered. This option 10 purchase the
shares OF a retiring srockholder shall exist
for a period Of thirty 1901 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
tiOn shall he vested in and exercised by
board Of directors composed OF three t3)
stockholders. two CO.. OF whom shall con-
stitute a 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
Thursday Of July in each year, and notice
mailed ten GO) days previous to said cleo
ton. and sent 10 the last known address Of
each Of the stockholders. The said board
at its first meeting after each annual cleo
tion shall elect from its members a presi-
dent. a vice-president, a treasurer. a secre-
tary. and a manager. the last two of whom
need not he 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
successors shall have been duly elected and
qualified. to-wit: Hugh Charles Seymour.
president and treasurer: Emile r. Wendell,
secretary and William Bischof, vice-presi-
dent and manager.
The first election for directors under this
charter shall take place on the second
Thursday Of July. 1917. until which time,
duly elected and qualified the following
stockholders shall constitute the first board
of directors to-wit: Hugh Charles Seymour,
Emile r. Wendell. and William Bischoff
The second Thursday OF July, beginning
in 1917. shall be the regular day for the
meeting of the stockholders to elect direc-
directors on the day stipulated. shall not
dissolve the corporation. but the officers and
directors then in Office shall hold until their
successors 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 new meeting on ten
days notice as soon thereafter as practical
Bile. At all the elections and meetings OF
stockholders. 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
tion. and shall conduct and manage and use
the same as in its discretion 1t may deem
Nd yEf n 10
poration and Its welfare. 1t may make and
establish. as well as alter and amend, any
and all bylaws. rules and regulations neces-
sary and proper IN its judgment for the con-
duct and management OF the business; and
1t shall have power to appoint, fix the COM
pensation OF. and dismiss. all such officers,
agents, employees. servants. and clerks as
may be necessary to conduct the business OF
the corporation.
ARTICLE VII.
This act OF Incorporation may be changed
modified or amended. fundamentally or Incl
solved with the assent OF three-fourths OF
the capital stock represented at general
meeting Of the stockholders called for that
purpose after n ten (10l dav notice. Any
changes proposed or made with reference to
the increase or deduction OF the capital
stock. shall be made In accordance with the
laws OF the state OF Louisiana on that sub
ject. Notice Of all meetings OF stockhold-
ers not herein and by law otherwise proviE
ed for shall be given TO each stakeholder by
letter addressed to his last known place Of
residence and deposited In the mails at least
ten (10) days prior TO said meeting In
- 1,NfA Tor atr,aN fnv, - L.