The herald., 1914-08-13

ed and agreed, and do by these presents cove
nant and agree and bind themselves, as well
as such persons as may hereafter become asso.
ciated with them, TO form a corporation and
body polite in law for the objects and par
poses and under the articles and stipulatlons
following, to-wlt:
shall be HARRIS ICE CREAM COM
PANY,' and by that name it shall have
power and authority to exist and enjoy sue
cession for a full term and period OF ninety
nine (99) years, commencing on and to be
computed from and after the date hereof.
ARTICLE 1.-THE domicile OF this cor
poration shall be in the City of New Orleans,
State of Louisiana All citations and other
legal process shall be served upon the Presi-
dent Of this corporation, in case of his alb
sence or inability to act, upon the Vice Presl.
both the President and the Vice President,
upon the Treasurer of this corporation.
ARTICLE IIl.-The objects and purposes
for which this corporation Is organized and
the nature OF the business to be carried on by
it are hereby declared to be: To manufacture,
buy and sell ice, ice cream and milk prod.
ucts, bread and confections, TO own and
operate ice and ice cream plants and bakeries
and to sell the output thereof at wholesale
and retail, to engage in the confectionery
business and to buy and sell all kinds OF
merchandise, produce and dairy products and
to do all things necessary, incidental and
convenient TO said business.
ARTICLE IV.-It shall have all the rights
and privileges granted by law to such cor
pOTatlODS,
tract, and be sued in its corporate name;
to make and use a corporate seal, the same
to break and alter at pleasure; to buy, own,
hold, lease, receive, convey, mortgage, hypoth-
ecate pledge property, both real, personal
and mixed; to issue bonds, notes and other
obligations; TO have, engage and employ such
officers, managers and employees as the bust
ness may require; to make, adopt and estab-
lish such bylaws, rules and regulations in
the corporate name, not repugnant to the
charter of this corporation or the laws of the
State of Louisiana, or other States, Terri
tories or possessions of the United States or
foreign countries in which it shall engage in
business, for the management of the corpora
tons affairs, the stockholders and Board
of Directors may deem necessary and ex-
ARTICLE V-The capital stock of this cor
poration shall be fifty thousand and 00/00
| CS50,0000O dollars, represented by five hun
dred $500 shares of one hundred and 90 1000
| (Sl000O) dollars each The stock shall be paid
| for in cash when subscribed for, or may be is
sued at not less than par in payment of prop
erty actually received. This corporation may
| become going concern, and shall be author
| lied to commence business when and as soon
| as three thousand and 0O/00 (S3,00O.00 dollars
of its capital stock shall have been subscribed
| for.
ARTICLE VI.-All the corporate powers Of
| this corporation shall be vested in and exer-
cised by a Board of Directors, to be com.
| posed of four stockholders, to be elected an.
| nually on the second Monday of November OF
| each year. All such elections shall be by
| ballot, and shall be held and conducted at the
| office OF this corporation, under such regula
| tons as may be established by the Board OF
| Directors Notice of such election shall be
| given by the Secretary of this corporation BY
| publication for not less than ten O0) day:
| prior thereto in a daily newspaper published
| in the English language in the City of New
| Orleans. At all such elections and at all cor
| porate meetings every stakeholder shall b,
| entitled to one vote for each share of stool
| standing in his name on the books of thi
4.
by written proxy, and the majority of sucl
votes cast shall elect. Any vacancy occurring
| among the Directors of this corporation b,
death, resignation or otherwise shall be fillet
by selection for the unexpired term by tn
remaining Directors. A failure to elect Di
| rectors on the date above specified shall no
dissolve the corporation, nor impair its cor
porate existence, but the Directors then ii
office shall remain in office until their sue
cessors shall have been duly elected an
qualified. Any Director shall have the RICH
to be represented at any meeting of the Boar
Of Directors of this corporation, by an attor
ney holding said Directors written proxy
The Board OF Directors shall at its frs
meeting and annually thereafter, elect fror
among its number a President, a Vice Pres
dent and a Treasurer The Board of DireC
may not be stakeholder. The office of Sec
rotary and Treasurer may be filled by on
and the same person at the discretion of tn
Board. The Board of Directors from time
time may name and appoint all such othe
officers and agents as it may deem necessar
for the purposes and business of this corpora
ton. The said Board shall have power
| fix and define the duties of every officer an
employee, and all officers and employee
shall hold office and employment at III
pleasure of the Board. The Board may max
and establish, as we'll as alter and ament
all such bylaws, rules and regulations nece
sary and proper in its judgment for the col
=, duct and management of the business and a
fairs of such corporation. The Board of D
rectors shall have full power and authority
( sell, convey, mortgage, pledge. lease and pu
chase real and personal property, to borro
money, issue notes and bonds. lend none