The herald., 1913-10-30

CHARTER
OF THE MORGAN JONES COMPAN

NlIED STATES OF AMERICA, STATE
| OF LOUISIANA PARISH OF Or
| LEANS. CITY OF NEW ORLEANS.
! BE II known, That on this llth day OF the
month OF September In the year OF our Lord
one thousand. nine hundred and thirteen,
and Of the independence Of the United States
IOf America the one hundred and thirty
eight before me, Martin s. Mahoney, a no
Itary public duly commissioned and quail
/ fed in and for this CITY and Parish OF Or
leans. therein residing and In the presence
Of the witnesses hereinafter named and un-
d'rslSned, personally came and appeared the
several persons whose names are hereunto
subscribed, who declared that, avallng
themselves OF the provisions OF the ConStltu-
tion and the laws Of this State relative to
! the provisions OF Act No. 30 OF lSSS and
subsequent amendments. have formed and
do hereby form themselves, as well as all
! such other persons who NAV hereafter be
come associated with them into corpora
! tiOn and body polite in law, for the objects
and purposes and under the agreements
stipuations and conditions following, to-
Wit:
! ARTICLE 1.-The name, style and title
| OF this corporation shall be the MORGAN
I& JONES COMPANY. LIMITED" and by
| that name ii shall have and enjoy corporate
existence for a period Of ninety-nine years
| from date hereof unless sooner dissolved as
! hereinafter provided: it shall have power
to contract, sue and be sued to make. have
and use a corporate seal and the same to
| break at pleasure; TO receive, purchase,
hold. lease, sell. transfer, convey, as well
as mortgage and hypothecate, In Its cor
Iporate name. property both real and per
sOnal movable and immOvable: TO name, ap-
point or employ sIch officers, directors, man
/ ayers and agents and clerks, as the bust
mess of the said corporation may require, and
TO make and enact such bylaws, rules and
regulations as may be necessary and
proper for its good government
| ARTICLE 1.-THE domicile Of this cor
poratIon shall be and Is hereby fixed In the
ICitv of New Orleans. State OF Louisiana
and all citation or other legar processes
shall be served upon the president, and In
1.-THE absence or disability of BOTH then upon
the secretary of the corporation. And all
deeds and documents representing the pur-
chase, sale ors mortgage OF real property,
shall be signed by the president and sec
ltary.
ARTICLE III.-The objects and purposes
for which this corporation Is organized and
the nature of the business to be carried on
and conducted by IL is hereby declared to be
as follows: To buy, sell and otherwise deal,
at wholesale or retail, In groceries; dry
tobacco and cigars, and goods, wares and
ARTICLE IV.-The capital stock Of this
corporation Is hereby fixed at five thousand
dollars 5.OOO.OO). divided into and repre-
sented by two thousand five hundred shares
Of the par value Of two dollars (S2.OO)
each, payable in cash, services rendered, or
other equivalent, and at such time and In
such manner and under such terms and con-
ditions as the board Of directors may d.
rect and prescribe. All certificates OF stock
shall be signed by the president and the
secretary of the corporation and said cor
poration shall become a going concern and
shall be authorized to begin business as soon
las one thousand dollars (S1, ,00000) Of Its
capital stock shall have been subscribed. All
transfers of stock of this corporation shall
be entered and registered In Its stock book
and no transfer OF stock shall be In any
manner or to any extent binding upon the
lcorporation until so entered and registered.
ARTICLE V.-Any stakeholder desiring TO
dispose OF his stock shall first offer 1t to the
corporation or TO any one or more OF the
other stockholders thereof: and II shall be
the duty of the board Of directors to notify
each stOckholder, In writing, OF said offer,
from the date of said notice within which
to accept said offer and purchase said stock
at its face or book value. And no stock
holder Of this corporation shall institute any
proceedings for the liquidation Of said cor
Iporation until he shall have first offered his
stock In writing TO the corporation and the
same shall have been refused.
| ARTICLE VI.-All the powers of this cor
Iporation shall be vested In and exercised
| by a board of directors, composed of seven
stockholders, Including the officers, any
I rum for the transaction of all business ::
said board to be elected annually by
ballot at a general meeting to be held
on the first Monday Of September Of each
charter to be held on the first Monday OF
September, A. D. 1914. Immediately after
their election the members Of said board
of directors shall elect from that body a
president, a vice-president, a secretary and
a treasurer. The president OF the corpora
tion shall ex-offcio be general manager OF
all business carried on by 1t. At all cleo
tions each stockholder shall be entitled to
one vote for each and every share OF stock
owned by him, to be cast by himself in per-
son or by written proxy; Notice Of said
elections shall be given by ten days pre-
vious notice OF the meeting Of stockholders
Of said corporation for said purpose, by mail
ing to each stockholder written or printed
notice to his latest known place of Of resi-
dence signed BY the secretary, or the sec
retary may deliver said notices In person.
At all meetings Of the stockholders, and
upon all questions which may arise, ma.
jority Of all the stockholders present and
voting shall carry the point at ISSUE and
each share Of stock shall be entitled TO one
vote. Until the election hereinabove pro-
vided the following shall constitute the first
board of directors and officers Of this cor
poratiOn, namely: SOlOman Morgan, Moses
bailey, Frank Smith, Henry Jones, Peter
Clarke, Ned Stokes and Rickson Bailey, with
solomon Morgan as president, Frank Smith
as vice-president, Moses Bailey as treasurer
and Henry Jones as secretary, who shall
hold ONCE until their successors are elected
and lnducted into Office at the general meet
| ing to be holden on the first Monday Of
September, A. d. 1914.
! ART ICLE VII-An funds OF this corpora
tion shall be deposited In chartered bank
or banks of the City of New Orleans, State
of Louisiana, to be selected by the board OF
directors and checks for the payment Of all
moneys shall be drawn by the secretary and
cOunterslgned by the president OF the corpo-
ration: and all bills shall be audited by the
president, or, In HIS absence, by the vice
president. before payment.
| ARTICLE VIII-This act Of incorpora.
tion may be changed, altered or amended, OF
said corporation dissolved by a vote Of two
thirds. In amount of the capital stock
thereof at a general meeting OF the stock
holders convened for that purpose after ten
DAYS previous notice shall have been given
of said meeting by mailing to each stock
holder at his last known place Of residence
notice thereof.
| ARTICLE IX.-Whenever this corporation
Is dissolved, by limitation or otherwise
three llquidators shall be elected by the
stockholders at a geenral meeting Of the
stockholders called for that purpose after