The herald. [volume] (New Orleans, La.) 1905-1953, 1913-10-23

LIMITED. UNITED.
UNITED STATES OF AMERICA. STATE
OF LOUISIANA GIrA "a; >I PARl SH, OF OR
BE it known, That on this 11th 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
OF America the one hundred and thirty
/ eight, before me, Martin s. MahOney, a no
| tary 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 I'M
derSigned personally came and appeared the
several persons whose names are hereunto
subscribed. who declared that availing
! themselves OF the provisions OF the COnSttu-
| tion and the laws of this State relative to
the formation Of corporations. especially Of
| the provisions OF Act No SO OF 1883 and
subsequent amendments, have formed and
| do hereby form themselves, as well as all
such other persons who may hereafter be-
come associated with them into corpora
| ton and body polite in law. for the objects
and purposes and under the agreements.
stipulations and conditions following, to-
wit:
! ARTICLE 1.-The name. style and title
! of this corporation shall be the MORGAN
is JONES COMPANY. LIMITED" and by
that name it shall have and enjoy corporate
IexiStence for period Of nnety-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
L hold, lease. sell, transfer convey, as well
as mortgage and hypOthecate, in Its cor
IpOrate name, property both real and per
SOnal movable and imWOYable TO name, ap-
l. point or employ such officers, directors, man.
layers and agents and clerks, as the buSi-
ness 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 U.-The domicile of this cor
poration shall be and is hereby fixed in the
q ,e n-Ina ta+n Of 81
and all citation or other legar processes
shall be served upon the president, and, In
his absence, upon the vice-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 or mortgage of real property,
shall be signed by the president and Sec
ARTICLE II-The objects and purposes
for which this corporation Is organized and
the nature Of the business to be carried on
land conducted by II is hereby declared to be
las follows: To buy, sell and otherwise deal,
lat wholesale or retail, in groceries, dry
goods boot sand shoes, wines and liquors;
tobacco and cigars, and goods. wares and
merchandise of all kinds.
ARTICLE IV.-The capital stock OF this
corporation Is hereby fixed at five thousand
sented by two thousand five hundred shares
of the par value of two dollars $4,000
each, payable in cash, services rendered, or
other equivalent, and at such time and In
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 Isl, 00000) of its
lcapital 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
| flv,, and ST
ARTICLE N.-Any stakeholder desiring to
dispose of his stock shall first offer il 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 stakeholder, in writing, OF said offer,
and each stakeholder shall have ten days
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
pora ton 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
poration shall be vested In and exercised
stockholders including the officers, any
five Of which shall constitute a quo
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
and every year, the first election under this
September, A. d. 1914. Immediately after
their election the members Of said board
1 Of directors shall elect from that body a
\ president a vice-president, a secretary and
ton shall ex-offcio be general manager Of
all business carried on by 1t. At all cleo
lions each stakeholder 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-
1AA I'LL
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
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 herelnabove 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
and Henry Jones as secretary, who shall
hold ONCE until their successors are elected
and Indicted into Office at the general meet
ing to be holden on the first Monday of
| September, A. d. 1914.
| ARTICLE vII-All funds OF this corpora
ton shall be deposited In a 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
lcounterslgned by the president OF the corpo-
ration: and all bills shall be audited by the
lpresident, or, in his absence, by the vice
president. before payment.
ARTICLE yIII.-This act Of incorpora-
ton 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
a notice thereof.
ARTICLE IX.-whenever this corporation
Is dissolved, by limitation or otherwise
ithree liquidators shall be elected by the
stockholders at a geenral meeting Of the
HoA ffa,