The herald., 1913-05-08


Street.
CHARTER
OF TIE Union FRUIT AUCTION co.
UNITED STATES or AMERICA. STATE
OF LOUISIANA. PARISH OF ORLEANS.
CITY or NEW ORLEANS.
Be ii known, that on this lith day or
the month Of March, in the year of our
Lord. one thousand nine hundred and thir.
teen. and Of the independence of the United
States Of America. the one hundred ana
thirty-scventh. before me. Edgar Mayer
Calm. a notary public duly commissioned
and qualified. in and for the city Of New
Orleans parish Of Orleans. state Of LOui>l-
ana, therein residing and in the prcSesce OF
the witnesses hereinafter named and under
signed. personally came and appeared: the
parties whose names are hercuntO sub
Scribed who declared, that avaiiing them
selves Of the provisions OF the laws or THIS
state relative to corporations, they nave GOV
enanted and agreed. and by these presents
covenant. agree and bind themselves, iS
well as such other persons rs may hereafter
become associated with them TO from and
constitute a corporation and body polite in
law, for the purposes and objects, and under
the stipulationS and articles and conditions
following, to-wit
This corporation shall be known as the
Union Fruit Auction. CO." and its domciie
shall be in the city Of New Orleans, state
of Louisiana. The president OF the board
of directors thereof or in his absence the
vice president shall be the proper person
on whom citation or other legal process
shall be served, and said corporation chall
exist and have and enjoy succession, under
its aforesaid corporate name, for the fuiI
term and perOd Of ninety nine years from
and after the date hereof. and shall have
power and authority to contract, sue and
be sued in its corporate name. 10 make and
use a corporate seal, with such device as
ftnr ha LOT rr,1in naH no m
TO break, alter and amend as might be
deemed proper; to make and establish such
bylaws. rules and regulations for the proper
management and regulation OF the affairs OF
said corporation as may be necessary and
proper, and the same to change, alter and
amend at pleasure to borrow money, make
notes, bonds or obligations and TO pledge
its capital stock; to hold, lease, receive, pur-
hypOthecate, under its corporate name, prop
erty both real and personal.
ARTICLE III.
The objects and purposes for which this
corporation Is formed, are declared to be
as follows:
To transact and conduct a general auction
business in fruit and produce, and other ar
ticles, in all its branches to advance mo-
ney on consignments whether sent under
contract, or otherwise, and to take all steps
needful and proper TO secure all such ad-
yanceS.
The capital stock Of this corporation Is
hereby fixed at the sum OF fifty thousand dol
lars 50.00O.00), TO be represented by two
thousand (2,000) shares Of the par value of
$500 each, payable in full at the time of
issuance OF certificates, or said stock shall
be paid for as called for by the board of
directors. The board of directors shall have
the right to issue shares OF stock only Tor
cash. services rendered, merchandise, prop
erty or other valuable considerations, as
they may see ft.
ARTICLE ".
The corporate powers Of this corporation
shall be vested in and exercised by board
Of directors, seven t7) in number, selected
from the stockholders OF this corporation,
any four OF whom will constitute quorum
fOr the transaction OF corporate business.
The first board Of directors under this char
ter Is as follows:
Jac Stitch, NJ E. Stitch, George W. Dawson,
Matt H.. Stork, Erickson Richards, Joseph
Cangelosi and Geo. ii. Appel.
Said board of directors shall remain and
hold Office for one year from the date of
their election, or until their successors have
been duly elected and qualified, which elec-
tion shall take place the fourth Tuesday in
March, 1914, and annually thereafter. The
election for directors shall be by ballot, and
the majority in amount OF stockholders
voting whether present or by proxy, shall
elect the persons for whom they are cast.
Each share Of stock voted upon to be count
ed for one vote. After the election Of the
board OF directors, the said board shall elect
from their own plumber a president, vice
officers Of this corporation and OF the pres
ent board OF directors are as follows: JAG
Stitch, president; George ii. Appel, vice
president and George W. Dawson, secre-
tary-treasurer.
The board Of directors shall give at least
ten days notice by mail OF the election OF
directors, and shall appoint one or more
stockholders to preside at such election.
Any failure from any cause whatsoever to
elect directors on the day named for that
purpose shall Dot dissolve this corporation,
but the directors and officers then In office
shall hold over until their successors are
chosen and qualified.
The board OF directors shall have full
power and authority to fill vacancies In
or otherwise. The said board is further
authorized to frame and adopt such by
laws, rules and regulations as the affairs
and business of the company may require,
ing and management thereof, provided the
same does not conflict with this charter and
the laws OF the state of Louisiana, and those
Of the United States:
ARTICLE V.
This charter may be amended modified
or altered or this corporation dissolved, at
general meeting of the stockholders con-
vened for that purpose, with the assent OF
the majority OF the stock which may be
issued, present or represented at such meet
ing. Thirty days notice by mail shall be
given OF such meeting; in case OF dissolu-
tion or termination of this corporation, the
by three commissioners selected In like man
ner and by like vote and assent at a meeting
of the stockholders called as above for that
purpose.
| ARTICLE vi.
No stockholder shall ever be liable or re-
| sponsible for the debts, contracts or faults
Of this corporation for any further sum
than the unpaid balance due on the share,
Of stock subscribed for or owned by him
nor shall any informality In the organiza
tion have the effect OF rendering this char
| ter null, or Of exposing a stockhOlder to any
| liability beyond the amount of the unpaid
balance on his subscription to the stock.
ARTICLE VII.
Should any stockholder or stock owner
desire to sell or dispose of all or any part
of said stock or relinquish his interest in
the corporation or desire to terminate oil
dissolve the same, he shall first tender such
| stock for purchase to the other stockholders
| and the other stockholders shall have the
preferred right for sixty days to purchase
the stock so rendered at the price shown by
the books of the company. All stock issued
or to be issued shall be subject to the fore
going provision.
ARTICLE VIII.
The capital stock Of this corporation may
| be increased or decreased on complying with
the requirements of the law, and with such
bylaws as may be consistent with the law
as NAV be hereafter adOpted by the board