The herald., 1912-04-11

fellN Joseph Puig. a notary public duly
commissioned and qualified in and for the
parish and state aforesaid and in the pres
ence OF the witnesses hereinafter named and
Undersigned personally came and appea red
the several persons whose names are here
unto subscribed, all above the age of ma ior
lily. who severally declared that awaiting
themselves Of the laws of the state OF Louisi
ana. they do by these presents covenant and
agree and bind themselves as well as all
such persons as may hereafter Join or he.
come associated with Them TO form and con.
stttute, and they do hereby constitute a cor.
poratlon for the objects and purposes and
under me terms and stipulatiOns and cOndi-
lions following. tO-wit:
ARTICLE I.
The name and title of the corporation
hereby formed shall be. JOSE TAYA'S
SONS COMPANY OF NEW ORLEANS, -
with its dOmicile in the city Of New Or
leans. state of Louisiana. and under said
corporate name 1t shall have the power and
authority to have and enjoy succession for
q period OF twenty-five (2J) years from date
hereof; 10 contract. sue and be sued: make
ana use corporate seal and the same break
anu alter at pleasure: hold. receive pur-
chase. lease and convey. as well as mort
gage and hypOthecate property real Nor
sonal and mixed. corporal and incorpOreal.
ARTICLE II.
The objects and purposes for which this
" ppIdti"n II established. and the nature
OF the business TO he carried on are hereby
declared TO he the buying Of all kinds OF
timber. lumber and logs and the sale thereof
Tor export TO the firm Hiios de Jose Taya
81 ;r barcei0na' Spain; the hiring and charter
ing OF SHIPS for the carriage of the same
ana also the acting Of agents for steamship
Tor the owners thereof.
ARTICLE III.
The amount Of the capital stock OF this
corporation shall be ten thousand dollars
SO. 900. OO) reDreSented nv ono bundra5
shares Of one hundred dollars (SIOO OOi
each. which shall be paid for as and when
directed by the board of directors, In cash
or notes or property. at the discretion of
may he increased or diminished as provided
by law; All shares OF stock shall be issued
as full paid and worcestershire and no
transfer OF stock shall he binding on the
corporation unless recorded on its books
This corporation shall begin business as soon
for ~ '''u
ARTICLE ".
All or the corporate powers of this cOrpo-
ration shall be vested in and exercised nv n
board OF directors to be composed of three
I5) stockholders. TO be elected on the thirty
hrst day Of December of each wear. unless
that day he legal holiday and then on the
next day thereafter not a holiday. All such
e!ectlohs snail he by ballot. and conducted
supervision of two l2) commissioners, TO he
appointed by the board of directors or nv
me president. in case the board OF directors
shall not have acted. and of such eIection
written notice shall be mailed TO the most
Office address Of each stoCkholder who had
IN writing designated his postoffice address
not more than sixty 900 and not less than
hfty tJO) days Counting day of mailing
and day of election) prior TO the date Of
such election. But no notice of any kind
snail De necessary II all the stock be repre-
sehted at the annual meeting. Each share
OF stock shall be entitled 10 one On vote
TO he cast either in person or by written
proxy, and majority of the votes cast shall
erect Any vacancies occurring among the
by death. resignation or other
wise. shall be filed by selection for the re-
malnder OF the year by the remaining d.
rector or directors. Failure to elect direc-
tors on the date above specified shall not
directors then In Office shall remain in Office
until their successors are elected and ouaIi-
ned ana shall cause another election TO be
a l, as soon as possible thereafter. after
Que notice thereof shall have been given
vided "'''e p'o-
The board of directors at their first meet
ing ing ioilowing each annual election shall elect
one or their number to be president another
10 De Vlce-prestdent, and another to be sec
rotary, but shall have the right TO elect as
secretary person not a member of the
The board may appoint from time to time
such omcers, clerks, agents, or other en-
pioyees as they may deem necessary pro-
pIded that the board shall not have power
20 appoint or elect any officer clerk. agent
pr employee for fixed term. but all shall
hold office at the pleasure of the board.
Sald board may make and establish as |
ven as alter and amend, any and all by |
avs, rules and regulations necessary and |
proper for the conduct and control Of the |
business and affairs Of the corporation.
Inc board shall also have full power and |
, 'th ny, 10 borrow money, issue notes or |
,ther obligations. and generally to do ali |
hlngs reasonably necessary for the Droper
ARRIVING on of the business of the corpora- |
ION; and also to issue and deliver full |
'ald snares or stock Of the CORPORATION in |
'ayment Of property or assets actualIv re-
elved by the corporation.
ANY director shall have authority TO an
'omt IN writing any stakeholder or any
llrector at board meetings. and In such
vent such absent director shall be counted
5 II personally present at the board meet.
az . rUr purposes OF a quorum. voting and
The first board of directors of this cor
oration shall consist of ]. G. Oriol. Antonio
ava and Ricardo Taya. with J. G. Oriol as
nd pin;a Antonio Taya as vice.president,
ors snail remain in Office until the election
Q ne held on December 31st, 1912. or until
n e successors are elected and qualified,
ald officers. however. holding their oficeS |
My at the pleasure of the board.
ARTICLE V.
NO stakeholder shall have the right to
ell or dispose of any OF his stock without
ISL giving to the corporation fifteen (15I
avs written notice of such Intention 10
ell and allowing the other stockholders the
rst opportunity and right OF purchasing
iid STOCK pro rata to the holdings at anv
atIS1actory bona fide price offered for same
n the market. '""'e
ARTICLE VI.
Mhen this corporation may be dissolved.
inner by limitation or any other cause. its
nairs shall be liquidated by one or more
-ockhOlders to be appointed at the general
eetlng OF stockholders which is convened
'r the purpose Of liquidation. said liouidat !
~ commissioner or commissioners shall re- |
ain In office until the affairs of the corno
ltion shall have been fully settled and IL 8
lldated, and shall have full power TO sell
ansfer and give title to all the property !
al, personal or mixed of the Corporation
10 distribute the proceeds thereof amongst {
re stockholders. In case of the appoint !
ent of more than one % liquidating com 7
issloner, and the death or Inability to act