The herald., 1913-01-23

ana Dina themselves, Inelr SUCCESSORS ana
assigns, and such persons as may hereafter
become associated with them, to form and
constitute body polite in law for the pur-
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, to-wit
ARTICLE |.
The name and title of this corporation
shall be H. c. SEYMOUR & COMPANY;
and under such name, IL shall have and en-
joy succession for a period OF ninety-nine
t99) years from the date of this act, with
full power in the prosecution, and for the
purpose OF its business hereinafter defined,
to contract, sue and be sued, TO acquire,
lease, use and hold ALLEVIATE, mortgage,
pledge or otherwise cucumber any property,
movable or immovabe, in or out Of the
state Of Louisiana to issue its bonds or
other evidence Of Indebtedness and to So
cure same by pledge, mortgage or otherwise;
to appoint or elect such directors, officers.
managers. 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 management Of the affairs or
business or the exercise Of the powers or
this corporation as may be necessary or
convenient; to Increase It's capital stock
10 adopt a corporate seal. and the same 10
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.
ARTICLE II.
The domirile Of this corporation shall be
in the city OF New Orleans. state OF LOuiSi-
ana. and all citations or other legal process
shall ~ served upon the president. and in
his absence upon any other officer OF the
corporation.
ARTICLE III.
The object and purpose for which this
corporation is organized, and the nature or
the business TO he carried on by II are
hereby declared 10 be: TO contract, buy or
lease and TO own. hold or operate In this
state or elsewhere, canning and preserving
manufacturing and packing all kinds or sea
food oysters. fish, shrimp. fruits, aCrlCul-
tural or vegetable. liquid or solid food pro
ducts; TO own. lease and operate water bot
toms farms and orchards, and other landed
and water estates for the production or the
raw material used In the business; to carry
on cold storage business. to manufacture
and sell ice electricity. and any and all
articles Of material used in the Conduction
Of its business 10 own and operate docks
and ship-yards. as the nature OF the buSi,
ness may neCesSitate: to buy and sell all
character OF merchandise. to sell the pro-
ducts and by-prOductS Of Its own manufac.
ture. and generally TO do and perform All
such business as may be necessary for. or
incidental to the object and purpose herein
mentioned as fully as II set forth herein.
ARTICLE ".
The CAPITAL stock OF this corporation Is
hereby fixed at twenty-five thousand (S25.-
600 OOl dollars. divided into one thousand
Il OO0) shares OF twenty-five tS25.OO) dol
lars each. payable In cash or It's equivalent
tors This corporation Is TO be going
concern as soon as five thousand CS5,OOOO O)
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
he 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
1T Han N
FIRST giving notice TO the corporation, by
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. II said
| retiring stakeholder has received bona tde
offer for said stock the corporation shall
have the right to purchase same at the price
| so offered. This option to purchase the
shares OF a retiring stakeholder shall exist
| for period Of thirty (30l days from notice
Of intention TO sell The board OF directors
is authorized to purchase said shares OF me
retiring stockholders for the account OF the
remaining stockholders. without reference TO
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 (3)
stockholders. two (2l of whom shall con
Stitute n quorum in the transaction or busi-
ness which said directors shall be elected
| at a general meeting OF the stockholders of
| this corporation. 10 he held on the second
| Thursday Of July in each year, and notice
of said election shall be given by a letter
mailed ten (1O) days previous to said cleo
| ton. and sent TO 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 presi-
dent vice president. a treasurer, secre-
| tary. and a manager. the last two Of whom
need not be a member Of the board Of direc-
| tors and any two OF said offices may be
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 snail 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
tors but the failure from any cause to elect
| 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 a new meeting on ter
| days notice as soon thereafter as practica
| 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 b.
i by ballot
i ARTICLE VI.
| The board of directors shall have the
power to fill all vacancies In Its member:
from among the stockholders OF this cor
,,poration. The board Of directors shall have
| full control or the property of this corpora
tiOn, and shall conduct and manage and use
the same as in its discretion II may deem
fit and consistent with the object Of the cor
poration and Its welfare. 1t may make and
establish. az well as alter and amend. any
4 and all bylaws rules and regulations neces
sary and proper in its judgment for the con
duct and management OF the business; anC
1t shall have power to appoint, fix the com
agents. employees. servants, and clerks a.
may he necessary to conduct the business o.
the corporation.
i ARTICLE VII
This act OF Incorporation may he changed
modified or amended. fundamentally or Incl
dentally. and this corporation NAV be dis
solved with the assent OF three fourths o.
the capital stock represented at a genera
meeting Of the stockholders called for thai
purpose after a ten (1O) day notice. An,
changes proposed or made with reference t.
the increase or deduction OF the capita
stock, shall be made in accordance with tn,
laws OF the state of Louisiana on that sub
ject. Notice OF all meetings OF stockhold
ers not herein and by law otherwise provid
ed for shall he given TO each stakeholder By
letter addressed TO his last known place o.
residence and deposited In the mails at leas
ten (10) DAYS prior to said meeting II
case of dissolution or termination OF thl