The herald., 1914-02-19
CHARTER
rs INVESTMENT COMPANY

hundred and fourteen, and OF the independence
| of the United States Of America, the one hun.
bred and thITty-eIghth, before me, William J.
Formento, a notary public, IN and for the
parish OF Orleans, state OF LOUISIANA, dul y
commissioned and qualified, and in the pres
| ence OF the witnesses hereinafter named and
| undersigned personally came and appeared
| the several persons hereto subscribed, all OF
| full age, who severally declared that, avail
ing themselves Of the laws OF the state OF
| Louisiana, and especially of act IS of 1904, in
such case made and provided, they have
| agreed 10 and do hereby form themselves into
| and constitute a corporation, and do, by the
articles OF Incorporation, hereinafter set forth,
| agree and bind themselves well as all such
| persons as may hereafter become associated
with them to form and constitute a corpora
| ton, Tor the objects and purposes and under
the stipulations hereinafter set forth and GER
| tify follows to-wit:
Article 1.-The name Of this corporation
| shall be the Orleans Investment Company"
and by that name it shall be known and shall
enjoy succession for the term of ninety nine
| years from and after the date hereof, unless
| sooner dissolved.
Article II.-As such corporation it shall
| have power TO sue and be sued, to enter into
| any contract, to borrow and loan money, to
purchase, own, lease, sell and otherwise con-
vey real and personal property; to make and
| use corporate seal; 10 name and select direc-
| tors, managers, agents, and other officers; to
make bylaws and to establish rules and reg
ulations for the management of the business
| and affairs of said corporation; and to exc
| cute ana issue DOndS and Otfer evidences OF
debt and to secure the same by mortgage or
otherwise.
Article III.-The domicile of this corpora.
| tion shall be the city of New Orleans, parish
| of Orleans, state of Louisiana, and all legal
process shall be served on the president, or,
| in his absence, upon the secretary.
Article lV.-The objects and purposes of
this corporation shall be to buy and sell real,
personal and mixed property; TO mortgage and
accept mortgages upon real estate; and to Dor
| row and loan money upon any security ac-
! ceptable TO it.
| Article V.-The capital stock of this corpor.
alton is hereby fixed at the sum of five thou
| sand dollars (S50OO.00), which shall be divided
into two thousand dollars (S2,00O.0O of COM
mon and into three thousand dollars Cs3,0O0.0O)
of preferred. OF the common there shall be
| forty shares (40) of the par value of fifty dol
lars $4,000 each; and of the preferred there
| shall be sixty shares (6O) of the par value
ferred stock shall be entitled to receive divi-
dends at the rate of ten O0) per cent per an
mum, payable semi-annually, on the first Mon
day of January and on the first Monday of
July of each year, out of the earnings of said
corporation, before any dividend shall be paid
upon the said common stock and such divi-
dends shall be cumulative so that any def
cheney in the dividends TO be paid on said pre-
terred stock in any year shall be made good
out of the earnings of subsequent years be-
fore any dividend shall be paid upon the said
common stock. And in case the earnings of
the corporation shall permit a dividend in ex-
cess of said ten QO) per cent, so to be paid
semi annually, the said excess earnings, Who'll
ly or IN part, as the directors may deem ad-
visable, shall be paid to the common stock.
holders. And on the final liqidation and dis
tribution of its assets, arrears of dividends
shall be paid to the holders of such preferred
stock, and the shares of preferred stock shall
made TO the holders of the common stock; but
when such arrears of dividends and the face
value of such preferred stock shall have been
paid, the holders. thereof shall receive no
NJ nhd fNnNN al
Article Vl:-The said preferred and common
stock may be issued for cash, for services
actually rendered to and for property actually
received by this corporation, and when issued
shall be fully paid and non. assessable. This
corporation shall begin business when three
thousand dollars C$3,0O00O) has been sub
scribed for. No transfer of stock TO be bind
its books
Article VII.-All the corporate powers of
this corporation shall be vested in a board
of directors. composed of FIVE (0 stockhold-
ers, three of whom shall constitute a quorum
Tor the transaction of all business. Which
directors shall be elected at the annual meet
ing OF the stockholders, to be held the
such Monday be dies non, in which event
the election will take place on the next legal
day thereafter, beginning with the year 1915
SAID election shall be held upon ten days no.
tice, duly mailed to each stakeholder, at his
last known address. The election of direc-
tors shall be by ballot and each stakeholder
whether OF common or preferred stock, shall
be entitled TO one vote for each share Of stock
owned by him, which stock may be voted in
person or by written proxy. A majority of
all the votes cast shall be necessary to an
election. In the event that any vacancy
occur in the board of directors, whether by
resignation, death or otherwise, a special
meeting of the stockholders, called as afore-
said, shall be held to fill the vacancy
Immediately following the adjournment of
the first annual election, the board of direc.
tors shall hold meeting and organize by
electing president, vice-presdent, a secre-
tary,, a treasurer, and such other officers as
the directors may deem proper. The said off,
GERS shall hold office until their successors
have been elected and have qualified. The said
directors shall have the power to provide, by
inc necessary bylaws, the duties of the vari-
charter
Article vIII.-The board of directors to
goration. up to the first Monday, in January jan s
1915, shall be Albert L. Stewart, Edwin r.
Muller Jacob Zoelly, Charles L. Stewart and
MISS Ella Morales, with Albert L. Stewart,
president, Jacob Zoelly, vice-president, Edwin
T. Muller, secretary, and Miss Ella Morales,
treasurer.
Article IX.-These articles of incorporation
may be modified, changed or amended, and
this corporation may be dissolved, upon the
vote OF three-fourths of the capital stock rep
resented at a general meeting held for that
purpose, after thirty days previous notice
az One newspaper, puDllshed IN the city
OF New Orleans, state Of louisiana at which
meeting or at any stockholders meeting, each
stakeholder shall be entitled 70 one vote for
every share of stock owned by him, whether
II be preferred or common, and which NAV
be voted personally or through written proxy.
AND IN addition to the notice by newspaper
puolication, each stakeholder shall be entitled
70 written notice OF any stockholders meet |
ing, which notice shall be mailed to him at
ms last known address, at least ten days |
before such meeting.
On the dissolution of this corporation, by |
any method known to the law, its affairs shalt |
be Iiquidated by three stockholders, acting |
as commissioners, elected by the stockholders, |
at meeting called for that purpose Tie |
to be elected. must receive 1
three .tourths Of the capital stock represented |
at this meeting, and. when elected, shall re- |
main IN office until the affairs of this corpor- |
alton shall have been fully settled and liqui-
dated; and in case Of death of one or more
OF SAID commissioners, the affairs of this cor
poration shall be settled and liquidated by
the survivors or survivor