The herald. [volume] (New Orleans, La.) 1905-1953, 1914-02-12
CHARTER
OF THE WEST INDIA MOLASSES

before me W Morgan Gurley, a notary pub
lie. in and for the Parish OF Orleans, State
Of Louisiana, duly commits stoned, quallhed and
acting as such. and in the presence OF the
two witnesses hereinafter named and under
signed, personally appeared the several per
sons whose names are hereto subscribed, VINO
severally declared that, availing themselves
of the provisions OF the Constitution and laws
OF the State of Louisiana IN such cases MADE
and provided. they have contracted and
agreed, and by these presents, do contract
and agree, OblIgate and bind themselves, as
well as all such persons as may hereafter be,
come associated with them, to constitute and
form a corporation OF body polite III law, Tor
the objects and purposes, and under the
agreements and supulauons following, 10 VII:
Article l. The name and title OF this cor
poration shall he West India MolaSseS Com
pany and by such name sand corporation
shall have succession and corporate existence
for and during the full term of ninety-nine
Cygj wears from and after the date OF this
Act, unless sooner dissolved, and by sara
name 1t may contract, sue and be sued 1t
shall have power to make and use CoTpor-
ate seal and the same TO alter at pleasure
to hold, lease, sell, purchase and convey, as
well a. mortgage, pledge and hyputhccdte rn-
der its corporate name, real and personal
property. Ii shall have power to borrow
money, and issue security Tor the payment
thereof; TO make contracts, and TO name and
appoint such directors, managers, oihcerS,
agents and employees as its interests and con
VculcnCc may require; to make and establish
bylaws, rules and regulations for the proper
management anu conduct OF IT'S buNllltNS dl4u
affairs; and also TO possess and exercise all
other powers and privileges which corpora
tions of this kind are, or may be authorized
to possess or exercise under the Constitution
and laws OF the State OF Louisiana.
Article ii. The domCIle OF this corporation
shall be in the City OF New Orleans. IN the
Parish OF Orleans and State Of Louisiana.
Article Ill The objects and purposes for
which this corporation Is formed and the
ture OF the business to be carried on by It
are hereby declared to be: TO import, store,
buy, sell or otherwise deal in molaSses, sy.
rupS and sugar and other merchandise, and
10 that end to buy, erect, lease and to own
and operate such buildings or plants, tanks
and other facilities, in the United States and
in the conduct OF its business to operate
such storage tanks and buildings either
public or private warehouses; to lease, rent.
hire, own and operate, tank cars, ships, barges
or other water craft for the transportation
OF said merchandise for itself, OF for others
for hire: to advance or loan money on syrups,
mulasseS, sugars or other commodities held IN
storage or otherwise secured: to act as broker
or agent Tor individuals, firms or corpora
uCns; to erect canning plants at such points
as the Board OF Directors may determine for
the canning OF syrups and molasses, both III
tins State and elsewhere, and to dispose OF
the product thereof; to buy, build lease or
otherwise acquire and operate stock-fced
plants and to dispose OF the product there
OF; to construct or otherwise acquire, own
and operate docks and other terminal and port
facilities; and to make all such contracts
and expenditures OF money may in any
way be necessary, incidental or useful in the
accomplishment Of the declared main objects
and purposes Of this corporation, and incI-
dentally, to acquire and hold such stock of
other corporations as may be deemed neces-
sary helpful to promote the interests of
this corporation. such stock TO be voted as the
Board OF Directors may direct.
Article ". All citations and other legal
process against this corporation shall be
served upon its President, or in his absence
81. ID. l.
tary, at the domcile of the corporation; or
such service may be made upon any other
person who may be designated for that pur-
pose by the Board Of Directors Of this Cor
pOratiOn.
Article V The capital stock of this cor
poration shall be FIVE hundred thousand dol.
lars CS5OO,OOOO) divided into five thousand
5000 shares OF one hundred dollars (SlOOOO
each.
As soon as fifteen hundred $500 shares
of the capital stock representing one hundred
and fifty thousand dollars (Sl5O,OOOOO), shall
have been subscribed this Corporation shall
have the right TO organize and commence bust
ness. Such stock shall be paid for in cash
or may be issued at not less than par for ser
vices rendered to said corporation or for prop
erty or established business purchased by it.
Certificates of stock shall not be issued un-
less they shall be fully paid for in money,
notes secured by stock of the Company or
otherwise, as the Board of Directors NAV fix
and determine. Payment for stock subscribed
Board OF Directors may FIX and determine.
Stock OF this Company shall be transferable
only on the books of the Company on sur
render OF the outstanding certificates duly
Endorsed, either in person or by power of at
torney. Until such transfer the Company shall
be entitled to treat the registered shareholder
as the owner Of his stock for all purposes.
No stock shall be sold or transferred until
IT is hrst offered in writing to the Corpora
ton at the then book value, which book value
shall be ascertained by the Board of Direc-
tore 81 IL
pose, and held within thirty days from the
date of such notice. The said Corporation
shall have thirty days option on stocks SO
offered from date of said notice; and any
stakeholder or stockholders shall have the alb
solute right and privilege to purchase said
stock at its book value, as ascertained by the
Board OF Directors, upon the corporation de.
Ginning same, before said stock can be sold
ton; and no sale of the stock of said Cor
poration shall be effective unless said stock
shall have been first offered for sale to the
said Corporation or its stockholders as above
set forth.
The capital stock of this corporation NAV
be increased or decreased provided by law,
and IN the event of said capital stock being
increased, then the stockholders shall have
the right to take the shares of the increased
stock IN proportion to the number of shares
then owned by them.
The Board of Directors shall have the power
to sell and reissue the shares of stock which
shall be purchased by the Corporation under
the provisions above set forth, or for any
cause, by resolution of the board, at its then
book value, but not less than par, and in that
event same shall be first offered TO the stock
holders of record, above provided with re-
gard to the increase of capital stock And
provided further, that no purchase of the
stock OF said Corporation shall ever be made
except out of such surplus funds as the Cor
poraton may then own.
Article vi. No stakeholder of this corpora-
ton shall ever be held liable for the contracts
or faults OF this corporation in any further
sum than the upaid balance due by him on
the shares of stock subscribed for by him.
have the effect of rendering this charter null
or OF exposing any stakeholder to any liabil-
ny beyond the amount of his unpaid stock
subscription.
Article VII. All the powers of this Cor
poration shall be vested in and exercised Inv
a board OF not less than seven % directors.
hive directors present in person to constitute
a quorum Vacancies on the Board of Direc-
tors due to expiration of terms of its men,
bers shall be filled by ballot at an annual
general meeting of the stockholders to be held
on the hrst Monday in June each year. the
hrst OF said meetings to be held on the first
Monday IN June, 1915, and any vacancy oc-
curing in said board otherwise shall be filled
TOR the unexpired term by election by
majority vote of the remaining directors
AT said general meeting every stakeholder
shaI be entitled to cast, in person or by
proxy, one ID vote for each share of issued
and outstanding stock held by him. for the
election of each director whose term NAV
have expired, and the candidates who receive
the greatest number of votes shall be elet ted
ne rules governing the annual election shall
be hXed by the Board of Directors at its first
meeting. Notice of the said general meeting