The herald., 1912-06-27


and for the objects and purposes and under
the terms, stipuations and provisions con
tained in the following articles, to-wit:
ARTICLE l.
THE name and title OF this corporation
shall be r. Lacroix x Company, Limited
and under its said corporate name IL shai
have and enjoy a corporate existence anu
succession for twenty years from and after
the date hereof unless sooner dissolved by
the action of the stockholders In the manner
provided by law, and by and under that name
il shall have, enjoy and exercise all rlgnls,
powers and privileges hereinafter granted
or that NAV hereafter be granted by law TO
corporations of this character, with full au
thority TO contract, sue and be sued, pleau
and be impleaded appear, answer i,i ana pros, J
ecute in any and all courts or JusUce anu
elsewhere to make and use corporate seal
and the same to alter and break at pleasure !;
TO acquire, receive and own by purchase,
lease donation, exchange or otherwise, ano
TO hold, use, enjoy and operate, ana 10 con
yey and sell, lease, mortgage, pledge, hypoth
ecste or otherwise dispose or property, real,
personal and mixed, corporeal and lncorpo-
real; to borrow money and 10 issue IN esE
deuce thereof notes, bonds, debentures or
other securities, and to secure the payment
thereof and any agreements In relation there
TO by hypothecatiOn OF property, real, per
sonal and mixed TO name, eject ana apPO,n' ,,n
such directors oficers managers, attorneys,
clerks and employees as Its business inter
ests and convenience may require; ana 10
make and adopt, and at its pleasure amend
laws for the proper government OF the az
fairs OF the corporation as may be necessary
proper or convenient.
ARTICLE H.
The domicile of this corporation Is hereDy
declared to be In the City of New Orleans,
State Of Louisiana, and all CITATIONS OF
other legal process shall be served upon lts
president; or, In the event OF MS deatn, so.
sence or inability to act, upon Its treasurer ;
or. in the event of the death, absence or ma
biiIty to act Of all the officers OF the corpor-
alton, upon such person as the board OF d.
rectors may designate as the person 10 re-
ceive service of process.
ARTICLE Ill. v,-
The objects and purposes for which TINS
CORPORATION Is organized and the nature OF
the business to be carried on by 1t are mere
by declared TO be: To buy, sell and deal In
cotton and all products and by-products OF
cotton. And for any OF the above stated
objects to do all and singular the acts emu
merated in Article l OF this charter.
This corporation shall have the power TO
do business in this state and in any other
state or states of the Union.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at the sum OF thirty Thousand
dollars 1890, ,0OO), divided into three hundred
(3OO) shares Of par value or one hundred
dollars (s1o0) each, OF which SAID snares IS
twenty thousand dollars (S2O,OOO) shall De
preferred shares issued upon the terms and
conditions hereinafter stipulated, and one
hundred 10o) shares, amounuinlg h on 10 oen
shares The holders Of the preferred shares
shall be entitled to receive In respect OF sucn
preferred shares, as and when declared from
yearly dividends at the rate Of six per cent
I6c6 per annum and no more, payable
semi nnually on the first days OF SEPTEMBER
and March In each year. Said dlvIdends
dividend be declared. set apart for or paid
upou the common shares unless at such time
all cumulative dividends on the pre1erred
shares then due and unpaid shall nave Deen
maid or provided for nor shall any DIVIDEND
al any time be declared on the common stock
unless there shall also have been declared
and a sum set aside sufficient for the pay,
ment Of such dividends as said preferred
shares may be entitled to hereunder On
dissolution or expiration of the charter OF
this corporation the preferred shares, both
as to any cumulative dividends due ana un-
paid and as to distributive shares OF n tne
mon shares and shall be first liquidated AT
one hundred dollars (s100) per share and
cumulative dividends that may then be Que
and owing; after the payment d OF t9e IN spcb par
cumulative dividends then due, the common
shares only shall participate In the surpus.
The preferred shares shall have full voting
power on all questions save IN M gect,on tT ns
directors. Common shares shall nave 1ull
voting power for all purposes.
ARTICLE v.
All mowers of this corporation, save the
mower 70 Az and declare dividends, shall be
vested In and exercised by board OF three
directors, each Of whom shall own at least
one share of the capital stock Of this COM
pany: said directors shall be elected by bal
lot under the supervision of two (2) cleo
tion commissioners appointed by the Board
of Directors at the annual meeting or the
stockholders of this company, which annual
meeting shall be on the second Monday OF
August of each year. the first meeting to be
held on the second Monday Of August, 1S12
At all stockholders meetings every stock
holder shall have the right, In person or py
proxy, to cast one vote on each share OF
stock held by him, but preferred shares snail
have NO voting power as to election of direc-
tors or declaration Of dividends. Two mem
bers of the Board OF Directors snail c9hsti, s
tors shall be subject to removal at any spe-
| cial meeting of the stockholders called after
the notice provided hereinafter, and said
stockholders at such meeting may MI M Mane
caused by removal shall be flled by the re-
naming members Of the board;
The Board of Directors shall continue 10
Led and qualifed, and the failure to hold
meetings shall not have the effect Of rem
dering invalid this charter or any action OF
| the officers or directors hereunder. Meet
| ings of the stockholders shall be preceded by
mailing, at least thirty 1907 days prior to
| the date thereof, to the stockholders Of rec
/ ord by registered letter, a notice Of the time
and place Of said meeting The president
shall have full power to provide for special
or general meetings of the shareholders OF
| Of the board of directors or special meet
ing shall be called upon the petition In writ
| ing, addressed to the president by stock
| holders owning twenty-five per cent or the
capital stock Of the corporation. Any mem
Der of the board Of directors who may be
prevented by sickness from attending, OIL
who may be absent from the domicile Of the
| company, may give a written proxy to any
| of the members of said board Of directors tc
| represent him on all matters at any meet
| ing Of the board of directors, whether spe
| cial or general.
| The power to fix and declare dividends In
accordance with the charter provisions here
| Of shall be vested exclusively In the com
mon stockholders, and shall be exercised by
| them at the annual stockholders meeting Of
/ this corporation. At said annual meeting
| the treasurer Of the company shall present 9
report of the business done by the company
assets and liabilities to cover the twelv,
months period prior to the FIRST of August
| Of that year.
The oficers Of this company shall be {
president and q secretary and treasurer
both Of whom shall be elected by the boart
own election. Both Of said officers must b,
members Of the board Of directors.
The first -board Of directors shall consis
| Of Rene Lacroix Charles W. Shepard ant
+. c. Shepard, with Rene Lacroix as presi
dent and Charles W. Shepard as secretar,
in ONCE until the election Of their success
sers at q meeting Of stockholders on tn,
second Monday In August. 1912.
This charter may be amended by a voti
Of three,fourths (%) Of the shareholders a