The herald., 1913-01-16

pressed, which they hereby ADOPT as their
charter or articles Of Incorporation, to-wit !:
ARTICLE l.
The name and title OF this corporation
shall be: III. &. SEYMOUR < COMPANY !:
and under such name, II shall have and en-
joy succession for a period OF ninety
(99) years from the date of this act. with
full power in the prosecution, and for the
purpose OF its business hereinafter defined
10 contract. sue and be sued, to acquire
lease use and hold. ALLEVIATE, mortgage
pledge, or otherwise cucumber any property,
movable or immOyable, in or out OF the
state Of Louisiana to issue Its bonds or
cure same by pledge, mortgage or otherwise :;
to appoint or elect such directors, officers
managers. agents. or other employees. as
the interest or convenience or its business
may require: to make, amend, or repeal at
pleasure such bylaws, rules or regulations
touching the management 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. and the same to
make or alter NJ will, and generally, for the
purpose and objects Of its business. 10 exer-
else all rights and powers permitted by law
ARTICLE H.
The domiCile OF this corporation shall he
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 OF the
corporation.
The object and purpose for which this
corporation is organized, and the nature OF
the business to be carried on by IL are
hereby declared to he: to contract, buy or
state or elsewhere, canning and preserving
factories for the purpose Of preserving,
manufacturing and packing all kinds or sea
food oysters, fish, shrimp. fruits, agricul-
tural or vegetable. liquid or solid food pro-
ducts to 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. to manufacture
and sell ice. electricity. and any and all
articles Of material used In the conductlon
Of its business 10 own and operate docks
and ship-yardS. as the nature Of the busi,
ness may neCPSSitate: to buy and sell all
character OF merchandise, to sell the pro
duets and by-prOductS Of Its own manufac-
ture. and generally to DO and perform all
such business as may be necessary for. or
incidental to the object and purpoS" herein
mentioned as fully as II set forth herein.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at twenty-five thousand (S2I-
600 OO dollars. divided into one thousand
,1.o"oD shares OF Twenty-Five ,S21.ool dol
lars each. payable in cash or its equivalent.
as may be determined by the board OF direc-
tors. This corporation is to be going
concern as soon rs five thousand (S5.OOOOO
dollars OF the capital stock shall have been
subscribed for. and appearerS declare that
they hereby subscribe for the number OF
shares Of said capital stock set opposite
their rpSnpctive sigma lures hereto. All
transfers Of stock OF this corporation shall
he entered on the stock book. and no trans
fer Of stock shall be binding uDon the cor
pOratiOn unless made upon its books.
No stakeholder 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 at the market price or, II said
retiring stakeholder has received bona tide
offer for said stock the corporation shall
have the right TO purchase same at the price
so offered. This option to purchase the
shares Of n retiring stakeholder shall exist
for a period Of thirty (30) DAYS from notice
Of intention 70 sell. The board Of directors
retiring stockholders for the account OF the
remaining stockholders. without reference to
meeting OF the stockholders.
ARTICLE V.
All the corporate powers OF this corpora
ton shall he vested in and exercised by
board OF directors composed OF three (3)
stockholders, two (2l OF whom shall con-
stitute quorum in the transaction OF busi-
ness. which said directors shall be elected
ar 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 letter
mailed ten (10) days previous TO said cleo
ton. and sent TO the last known address OF
each OF the stockholders. The said board
tlon shall elect from its members a presi-
dent a vice-president, a treasurer, secre-
tary. and a manager. the last two OF whom
need not he a member Of the board OF direc-
tors and any two Of said offices may he
held bv one man. The hoard OF directors
NAV also I'LL all vacancies on said board,
arising from any cause whatsoever. The
following officers shall serve until the sec
ond Thursday Of July. 1917. or until their
successors shall have been duly elected and
qualified. to-wit: Hugh Charles Seymour.
president and treasurer: Emile r. Wendell.
secretary and william Bischof, vice-presi-
dent and manager.
The first election for directors under this
charter shall take place on the second
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 to elect direc-
tors, but the failure from any cause to elect
directors on the day stipulated. shall not
dissolve the corporation. hut 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
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
by 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
ton, and shall conduct and manage and use
the same as in it's discretion 1t NAV 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
sary and proper in its Judgment for the con-
duct and management OF the business; and
1t shall have power to appoint, fix the COM
pensation of. and dismiss all such officers.
may be necessary TO conduct the business Of
the corporation.
ARTICLE VII.
This act OF incorporation NAV be changed
modified or amended, fundamentally or Incl
dentally, 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) dav 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
iect. 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 malls at least
ten (10) days prior to said meeting. In
corporation either nv limitation of its char
ter, or bv any other cause. its affairs shall
be liquidated by three (3) commissioners
selected by its stockholders at general
meeting held as above set forth. at which
meeting their compensation shall he fixed,
and the en- III commissioners shall ramain IN