The herald., 1914-02-19
CHARTER
OF THE WEST INDIA MOLASSES

/ =
| before me. W. Morgan Gurley, notary pub
| lie in and for the Parish of Orleans, State
| OF Louisiana, duly commissioned, qualIhed 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, who
severally declared that, avalling 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 all such persons as may hereafter be
come associated with them, to constitute and
form 4 corporation or body polite in law, Tor
the objects and purposes, and under the
agreements and stIpulatIons following, % wit:
Article ]. The name and title Of this cor
p0ratIOn shall be West India MOldsSes Com
pany, and 10y such name SAID corporation
shall have succession and corporate existence
for and during the full term OF ninety nine
tyyD years from and after the date of this
Act, unless sooner dissolved, and by SAID
name u may contract, sue and be sued. 1t
shall have power to make and use a CUrpor-
ate seal and the same to alter At pleasure; ;
10 hold. lease, sell, purchase and convey, as
well as mortgage, pledge and hyPothecate un-
der Ms corporate name, real and personal
property. Il shall have power to borrow
money, and issue security for the payment
thereof; to make contracts, and to name and
appoint such directors, managers, officers,
agents and employees as its interests and con
ycnleuCC may require; TO make and establish
bylaws, rules and regulations for the proper
management and conduct OF its business and
affairs; and also TO possess and exercise all
other powers and privileges which corpora
tons of this kind are, or may be authorized
to possess or exercise under the Constitution
and laws OF the State Of Louisiana.
Article H. The domicIie Of this corporation
shall be in the City OF New Orleans, IN the
Parish OF Orleans and State OF louisiana
Article III The objects and purposes for
which this corporation Is formed and the ma
ture Of the business to be carried on by II
ar lee n hfss n mn n~t
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
elsewhere, as may be necessary or OF use
IN the conduct OF its business; to operate
such storage tanks and buildings either as
public or private warehouses; to lease, rent,
hire, own and operate, tank cars, ships, bargcs
or other water craft Tor the transportation
of SAID merchandise for itself, or for others
for hire; TO advance or loan money on syrups,
molaSscS, sugars or other commodities held in
storage or otherwise secured; 10 act as broker
or agent for individuals, firms or corpora
tons; to erect canning plants al such points
as the Board OF Directors may determine for
the canning OF syrups and molasses, both III
this State and elsewhere, and to dispose Of
the product thereof; to buy, build, lease or
otherwise acquire and operate stock feed
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 as may in any
way be necessary, incidental or useful in the
accomplishment Of the declared main objects
and purposes of this corporation, and Incl
dentally, to acquire and hold such stock Of
other corporations as may be deemed neces-
sary or 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 l.,
either upon its Vice President or its Secre-
tary, at the domicile 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 (S50O,OO0OO) divided into FIVE thousand
5000 shares of one hundred dollars (SlOOOU)
each,
As soon as fifteen hundred Q,5OO) shares
Of the capital stock representing one hundred
and nifty thousand dollars (Sl5O,OOO.OO), shall
nave been subscribed this Corporation shall |
have the right TO organize and commence bust. |
ness. Such stock shall be paid for in cash |
1r may be issued at not less than par for ser |
wees 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 fx
,haii be made at such time times as the |
Board of Directors may fix and determine
Stock OF this Company shall be transferable |
1nly on the books of the Company on sur |
render of the outstanding certificates duly |
ndorseG, 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 |
u is hrst offered in writing to the Corpora |
non at the then book value, which book value
snail be ascertained by the Board of Drec- |
tors, at a special meeting called for that pur- |
pose, and held within thirty days from the |
late OF such notice. The said CORPORATION
shall have thirty days option on stocks SO |
ohered from date OF said notice; and any |
stakeholder or stockholders shall have the ab- |
'olute rlght and privilege to purchase said !
stock at its book value, as ascertained by the |
Board OF Directors, upon the corporation de- |
>Ilnlng same, before said stock can be sold |
% any one not stakeholder of said corpora- |
non; and no sale of the stock of said Cor. |
)oration shall be effective unless said stock |
shall have been first offered for sale TO The |
sara corporation or its stockholders as above |
et forth.
The capital stock of this corporation NAV !
'e increased or decreased provided by law,
md in the event of said capital stock heinz
increased, then the stockholders shall have
he right to take the shares of the increased
took IN proportion to the number of shares
hen owned by them
The Board of Directors shall have the power
o sell and reissue the shares of stock which
hall be purchased by the Corporation under
he provisions above set forth or for anv
ause, by resolution of the board, at its then
'ook value, but not less than par, and in that
vent same shall be first offered to the stock
folders OF record, as above provided with re-
ard to the increase of capital stock. And
roVlded further, that no purchase of the
lock OF said Corporation shall ever be made
kept out OF such surplus funds as the Cor
Grafton may then own.
Article vi. No stakeholder of this corpora
ION snail ever be held liable for the contracts
r faults of this corporation in any frI+tbeT
um than the upaid balance due by him on !
he shares of stock subscribed for by him
or shall any mere informality in Organization
ave the effect of rendering this charter null
T OF exposing any stakeholder to any liabil-
y beyond the amount of his unpaid stock
Inscription.
Article VII. All the powers of this Cor.
grafton shall be vested in and exercised bv
board OF not less than seven (O directors.
We directors present in person to constitute
quorum. Vacancies on the Board of Direc-
'rs due 10 expiration of terms of its mem.
eneral meeting of the stockholders to be held
n the hrst Monday in June each year, the
rst OF said meetings to be held on the fret
londay in June, 1915, and any vacancy oc-
lrrlng IN said board otherwise shall be filled
u. the unexpired term by election by
laJorlty vote of the remaining directors.
AT SAID general meeting every stockholder
hall be entitled to cast, in person or bv
roxy, one ID vote for each share of issued
nd outstanding stock held by him, for the
lection OF each director whose term NAV
ave expired, and the candidates who receive
le greatest number of votes shall be elet ted.
ne rules governing the annual election shall
Getting. Notice of the said general meeting
TALL be given by publication in a da;IS |