The herald., 1913-11-20

uualifipd in and for the parish Of Orleans. |
state Of Louisiana. and in the presence Of
the witnpSSrSSeS hereinafter named and I'M |
dcrSigued. personally came and appeared the
several persons whose names are heremnI"
subscribed. who declared that, awaiting
themselves of the provisions OF the conSll-
tuition and laws Of Louisiana, relating 10
the organization and formation OF corpor-
atiOnS they have COvenanted and agreed.
and by these presents do covenant and
agree and bind themselves. their successors
and assigns. and such persons as may mere
after become associated with them. To form
and constitute a body polite in law " cor,
porations for the purposes and objects, ana
under the Stipulations, terms and condl-
tiOnS hereinafter set forth. which they here
by adopt as their charter or articles OF In
corporation. tO-wit:
Article THE name and title Of this cor
| nora ton shall be the Orleans Cotton Oil
] Mill. and under its said corporate name
! IL shall have power and authority 10 have
( and enjoy succession for the term and pc
| riOd of ninety-nine t99D years from the
/ date hereof: to contract, 10 sue and be
! sued to make and use corporate seal. ana
! the same 10 break or alter at pleasure; To
! hold. receive. lease, purchase. sell and con
| vey. as well mortgage and hypOthecate
! under its corporate name. property, both
! real and personal: TO borrow money on
| mortgage Of its property, or on notes or
| bonds secured by mortgage, or otherwise;
! 10 name and appoint such officers, directors.
managers and agents as the interest and
convenience of said corporation may re-
and regulations for the proper management
| and regulation as may be necessary and
proper, and the same to change and alter
| at pleasure; and 10 do and perform all
| such acts as are or may be- requisite and
| necessary TO carry out the purposes and
objects of said corporation.
Article 1.-THE dOmicile OF said corpOr
alton shall be in the City Of New Orleans
parish and state aforesaid. and the presi-
dent thereof shall be the proper person or
| officer upon whom all citations or other le-
gal process shall he served
Article III.-The objects and purposes
for which this corporation is organized and
the nature of the business TO b. carried
on by it are hereby declared to be- To buy
and sell cotton seed. to own and operate
mills for the manufacture Of cotton seed
oil and for the manufacture of cotton seed
into all its various commercial products, 10
manufacture food and fertilizers and to feed
cattle. to acquire and operate gins and 10
do everything pertinent 10 the conduct of
such business as the needs and purposes
Of said corporation may require TO own
and operate steamboat boats and
barges for the transportation Of passengers.
Article IV.-The capital stock of this
corporation Is hereby fixed 6l at one hundred
sented by one thousand 1.OOO) shares Of
| the par value of one hundred dollars $1,000
each. Payments for said stock shall be
| made in cash or its equivalent.
| No stakeholder may sell. assign or trans
! fer his stock in this corpora tion unless
| thirty 900 days previous notice of such in
Iention TO sell. assign or transfer the stock
is given to the company previous TO such
| sale assignment or transfer. and upon
| such notice the board of directors shall
| have the right to purchase the stock at its
| book value. Upon failure OF the board TO
pass resolution before the expiration of
| thirty 900 days to purchase the stock at
its book value, said stock may he sold In
open market
| No stock of the company can be bought
| In by any PLEDGE, except upon the above
conditions. and provided the board of di-
rectorS DO not resolve TO purchase the
| same at Its book value within the period
named. No stock can be transferred under
any conditions unless the transfer be made
upon the books of the company at its of
nee In the city of New Orleans Louisiana
inns corporation shall be authorized to
| commence business as soon as twenty thou
sand dollars (S20.0OO) of the capital stock
| shall have been subscribed for
Article N.-Al the corporate powers of
Said corporation shall be vested in a board
| OF directors consisting Of five directors
! Mitnout me necessity of any authorization
| or ratification of their action by the stock
| holuerS: The said board TO be composed
a. slochhoiderS, and except the first which
IS hereinafter provided for, shall be elected
annually on the third Tuesday in June in
each year after the year 1915 Directors
snail nave the right to vote on said hoard
y, IN person or by proxy: Said board shall
nave power to make all needful rules and
bylaws for the government and regulation
OF the company and Its affairs and business
ana 10 conduct the same and appoint all
|
that end; and said officers and agents are
pnIy 10 ne employed at the will of the
board All elections shall be held at the
on the third Tuesday in June 1o16 undar
the supervision of two commissioners 10 he
appointed by the board of directors. Ten
Gays notice OF such election shall be given
by written notice sent TO a sfOckboIder 81
MS last address and the mailing OF said No,
zee snail constitute proof Of service and
n tne directors then elected shall serve until
0-A
| A majority of the votes cast shall elect and
one vote shall be allowed for each sha re
OF stock represented by the holder in person
or written proxy. ANY vacancy occurrinG
IN said board from any cause whatever sha n
be hlled by the remaining directors A ma.
Jorlty OF the directors shall constitute a
quorum Tor the transaction of business The
board of directors at their first meeting In
each year shall elect ont of their own mum
per president and a ice-president and
H njai appolnt a secretary and treasurer.
VINO may or may not be members of the
board. and from time TO time appoint such
| Omcers clerks. managers and agents as NAV
ne deemed necessary for the business and
purposes OF said corporation and dismiss
| same at pleasure
Article vI.-The following persons, 70.
| VII w. r Hayne. ]. L. Bryan. Bryan Bell
i. Hayne as president. ]. L. Bryan as vice.
president. and Bryan Bell as secretary and
| treasurer. shall constitute the first boa nd
or directors and shall hold office until the
'A-'N III June 1910, or until their
successors are elected
Article VIL-Whenever this CORPORA tion
is dissolved. whether by limitation or from
any other cause. its affairs shall be lioui-
dated by the board of directors at a gen
eral meeting Of the stockholders convened
AFTER thirty 1901 days prior notice and ON
the assent OF the majority in amount Of
the capital stock. The said board shall
act as commissioners and shall remain in
once until the affairs of the corporation
nave been fully liquidated Any vacancy
occurring In their number from any cause
whatever shall be filed by the rema lining
members of the said board who shall more