The herald., 1912-04-11

security for money loaned or other debts
10 name, select and appoint such directors,
officers, managers, attorneys, clerks and EN-
ployees as its business, interests and CON
yenience may require; and to make and
adopt, and at its pleasure amend or abro-
gate, such rules, regulations and bylaws
for the proper government OF the affairs Of
the corporation as may be necessary, proper
ARTICLE H..
The domicile of this corporation is hereby
declared TO be in the City Of New Orleans,
State Of Louisiana. and all citations or
other legal process shall be served upon its
president or, in the event of his death,
absence or inability to act, upon its vice
president, or in the absence of both presi-
dent and vice president, upon the treasurer.
ARTICLE III.
The objects and purpose. for which this
corporation is organized and the nature OF
the business to he carried on by ii, are
hereby declared to be 10 acquire 10y
purchase, lease, donation, exchange or other
wise, and to sell or ALLEVIATE real and person
al property Of every description and kind
ana particularly rice mills, irrigation plants,
canals. pumping stations, lands, warehouses,
or such other plastS aud machinery as may
be operated for the manufacture and prep
didllbH lDE the UldEktl OI rice OT rice pro
ducts or by -prOductS OF any Kind. and the
appurtenanCeS thereof. and articles made
or developed from the rice plant or any part
thereof 10 buy, sell, store, ship, forward,
receive or consignment, make advances on
and handle rice, rice products and by pro
ducts OF all kinds aad articles made Or de
yelOped from the rice plant or any part
thereof, TO own and operate rice mills, lrrl-
CATION plants, pumping stations, canals, rice
plantations, warehouses, bonded or sot bon
ded, public or private co loan money upon
real or personal property and 10 take mort
cages or assignments OF mortgages or other
security on the same, and 10 buy, sell and
deal in bonds and loans secured by mort
cages and other liens on real property 10
exchange its entire assets in business in
whole or in part, for money or stocks or
bonds or other obligations Of other com
panies and in general to engage in any and
all business of any nature whatsoever not
prohibited by law.
ARTICLE ".
The capital stock OF said corporation is
hereby fixed AT $4,000, divided into 80
shares Of par value of SlOO each.
ARTICLE V.
All the corporate powers now or hereafter
bv law vested in this corporation shall be
vested in and exercised 10y a Board of Direc-
tors composed of not less than three nor
more than seven stockholders, who shall be
elected at a meeting OF the corporation 10
ne held on the first Wednesday OF April in
each year. A majority OF the directors
shall constitute a quorum.
The Board of Directors shall fill any va
cancieS among their number or in any other
Office arising through death, resignation.
disqualification or other cause, for the un-
expired term thereof. the remaining direc-
tors being hereby vested with full power
to I'LL such vacancy by any affirmative vote
Of a ma iOrity OF the remaining directors.
The Board of Directors shall elect from
among their number Immediately after the
election Of the Board or as soon thereafter
as may be possible a President, one or more
vice-preSidcntS and a Treasurer. Any two
of such officers NAV be held by the same
person. The Board of Directors shall APP
point a Secretary and may also appoint one
or more Assistant TreaSurerS and one or
more Assistant Secretaries.
For the time being and until the stock
holders OF this corporation shall convene in
general meeting on the first Wednesday OF
April, 1913. the Board OF Directors shall
consist Of l.. Carroll Root, S. Emanuel and
VI. Lewis, with l., Carroll Root as President,
). Emanuel as Vice-President and Treasurer.
An Increase or decrease in the number OF
Directors herein Appointed or hereafter
elected shall be in the discretion of the
Board of Directors within the limit herein
fixed.
ARTICLE VI.
Section 1. All elections OF Directors by
the stockholders shall be by ballot and shall
be conducted under the supervision of three
commissioners elected by the Board OF Dl-
rectors for that purpose, who shall receive
all votes of stOckhOIuers authorized to vote
in person or by written proxy at such meet
ing, and shall forthwith certify the result
OF such election TO the Board Of Directors.
The Board Of Directors shall fix the hour,
place and manner Of conducting such elec-
ton.
Section >. Notice OF such election, as
also notices Of general meetings of the
otherwise provided by law. and then in
accordance with law shall be given by the
Secretary Of the Company by mailing 10
each stakeholder OF record, at his last
known post office address, a notice in writ.
ing at least ten days prior TO the date
fixed for such meeting.
Section 3. At all such elections and at
all general meetings OF the stockholders,
every stakeholder of record shall be en-
titled to one vote for each share Of stock
standing in his name on the books OF the
company, TO be sent cast in person or by
his written proxy, and. except as otherwise
provided by law. and then in accordance
with law. a majority Of the votes cast shall
ARTICLE VII.
The capital stock OF this corporation may
be Increased or reduced, and this charter
may be amended, altered or modified at asy
time, in accordance with the laws OF the
State of Louisiana, at that time being In
force. and this corporation may be diSsolv-
ed by a vote of two-thirds Of the whole
capital stock, at a meeting called for that
purpose.
ARTICLE VIII.
No stakeholder OF this corporation shall
ever be held liable for any of the debts,
contracts. defaults or obligations OF this
corporation in any further sum than the
unpaid balance, IL any, due to the corpora
tion on the shares of stock owned by him
nor shall any informally in the organiZa-
90 - the Anpnnnn EAnAAR this nhaFfar
void or expose any stakeholder to any liabil-
ity whatever beyond the unpaid amount re-
manning due on his stock. Nor shall q
failure at any time to hold meetings or
elect directors or officers as herein provided
for, work the forfeiture of this charter or
dissolve the corporation, but the existing
Board Of Directors and officers shall con-
tinue in office until their successors shall
be elected and qualified.
ARTICLE IN.
Whenever this corporation Is dissolved,
either by Limitation or from any other cause,
its affairs shall be ~liquidated by one or more
commissioner m no annninta1 from amOnPst