The herald., 1913-01-02

pressed. WHICH IneY nefeuY auOpI as IlelT
charter or articles Of incorporation, tO-wit
ARTICLE |.
The name and title OF this corporation
shall be Ill. c. SEYMOUR < COMPANY ;
and under such name, it shall have and en-
joy succession for a period OF ninety-nlne
t99) years from the date of this act, with
fun 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 immovable, In or our OF the
state of Louisiana 10 issue It's bonds or
other evidence OF Indebtedness and to Sc
cure sam 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 IA 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
10 adopt a corporate seal; ana me same TO
make or alter ri VIII, and generally, for the
purpose and objects OF its business. 70 eXer-
else all rights and powers permitted by law
to corporations. ,r,c,r
The domicile 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 or the
corporation.
ARTICLE III.
The object and purpose for which this
corporation Is organized. and the nature OF
the business to be carried on by 10 are
hereby declared 10 be to contract. buy or
lease. and 10 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. agricul-
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. 10 manufacture
and sell ice. electricity. and any and all
articles 81 material used in the CONJUNCTION
Of its business: 10 own aud operate docks
and ship-yardS. as the nature OF me buSi,
ness may necessitate 10 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 be- necessary for. or
incidental 10 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 $50
OOO. 0Ol dollars. divided into one thousand
| 1.OOOl shares OF twenty-five tS25.0O) dol
lars each, PAYABLE in cash or It's equivalent,
as may be determined by the board OF direc-
tors. This corporation Is to no = going
| concern as soon as five thousand 1000 .OO(
| dollars OF the capital stock shall have been
subscribed for. and appe1rerS declare that
/ they hereby subscribe for the number or
shares Of said capital stock set opposite
their respective. signatures hereto. All
transfers ~ stock OF this corporation shall
be entered on the stock book. and no trans
fer OF stock shall be binding upOn the cor
~poration unless made upon It's books.
No stockhOlder shall dispose Of his hold
ingS OF stock in this corporation without
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 NJ the market price or. II said
retiring stakeholder has received a bona ide
offer for said stock the corporation shall
have the right to purchase same at the price
so offered. This option 10 purchase the
shares OF a retiring stakeholder shall exist
for a period Of thirty 1907 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
ton shall he vested In and exercised by a
board Of directors composed OF three C3)
| stockholders, two (2l OF whom shall con-
stitute a quorum In the transaction OF busi-
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
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 It's members a presi-
dent, a vice president, a treasurer. a secre-
tary. and n manager. the last two OF whom
need not be 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
blowing on GERS shall serve until the Sec
ond Thursday OF July, 1917, or until their
successors shall have been duly elected and
president and treasurer: Emile r. Wendell.
secretary and William Bischoff, 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,
or until their successors shall have been
duly elected and qualified. the following
stockholders shall constitute the first board
OF directors. to-wit Hugh Charles Seymour,
Emile r. Wendell. and William BischOf.
The second Thursday OF July. beginning
in 1917, shall be the regular day for the
meeting of the stockholders 10 elect direc-
tors. but the failure from any cause to elect
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 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
Dy 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 II may deem
fit and consistent with the object of the cor
%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
It shall have power to appoint, fix the COM
agents. employees. servants. and clerks as
may be necessary TO conduct the business Of
the corporation.
ARTICLE VII.
This act OF Incorporation may he changed,
modified or amended, fundamentally or Incl
d~entally. and this corporation may be dis
solved with the assent Of three-fourths of
the capital stock represented at a general
meeting of the stockholders called for that
purpose after n ten 10) day 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 provid-
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
corporation either by limitation Of its char
ter, or bv any other cause. its affairs shall
be llquldated by three (3) commissioner
selected by its stockholders at a general
meeting held as above set forth. at which
meeting their compensation shall be fixed.
a-l H. -nNI -. -ntartA-A. ahaI1 .AwaaN- 10