The herald. [volume] (New Orleans, La.) 1905-1953, 1914-02-12
CHARTER
OF ORLEANS INVESTMENT COMPANY.
United States Of America State Of louisiana
49,. ~. A--..-.-.. -. - A..- LL--....-.

! Parish Of Orleans, City OF New Orleans.
| Be it known, that on the fifth day Of Jam
uary in the year Of our Lord one thousand nine
hundred and fourteen, and of the independence
| of the United States Of America, the one hun
| bred and thrty-cIghth, before me, William J.
| FOrmcutO, a notary public, in and Tor the
! parish of Orleans, state OF Louisiana, duly
| CommS sIoued 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 seveTally declared that, avail
ing themselves OF the laws Of the state OF
| Louisiana, and especially OF act rs Of 1904, in
such case made and provided, they have
| agreed to and do hereby form themselves into
| and constitute a corporation, and do, by the
articles Of Incorporation, hereinafter set forth,
| agree and bind themselves as well as all such
persons as may hereafter become associated
| with them TO form and constitute a corpora
ton, for 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 II 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; to name and select direc-
| tors, managers, agents, and other officers; TO
make bylaws and to establish rules and reg
| uations for the management of the business
| and affairs of said corporations; and TO exc
| cute and issue bonds and other evidences of
| debt and to secure the same by mortgage or
| otherwise.
Article III.-The domicile of this corpora
| ton 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 IV.-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 &C
Article V.--The capital stock of this corpor-
alton is hereby fixed at the sum Of FIVE thou
sand dollars (S5,0O0.0O), which shall be divided
into two thousand dollars CS2,OOO.OO of COM
| mon and into three thousand dollars (S3,0O0.00)
| of preferred OF the common there shall be
forty shares (40) of the par value of fifty dol
lars (s50.0Ol each; and of the. preferred there
| shall be sixty shares (6O) of the par value
of fifty dollars $4,000 each. The said pre-
ferred stock shall be entitled to receive divi-
| dends at the rate of ten (l0) per cent per
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 that any def
| cheney in the dividends TO be paid on said pre-
ferred 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 dividend in ex.
cess. of said ten Q0) 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 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
be paid in full before any payment shall be
made to the holders of the common stock; but
when such arrears of dividends and the face
/ W a Inc OfC DrPfa tnrk hall have haat,
paid, the holders thereof shall receive no
| other or additional payment.
Article VI.-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 worcestershire. This
thousand dollars G3,OOOOO has been sub
| scribed for. No transfer of stock to be bind
ing upon the corporation until made upon
| its books.
| Article VII.-All the corporate powers of
| this corporation shall be vested in a board
of directors. composed of five (5) stockhold-
ers, three of whom shall constitute quorum
| for the transaction of all business Which
directors shall be elected at the annual meet
| ing of the stockholders, to be held on the
first Monday of January, of each year, unless
| 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
Il
| 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, special
| meeting of the stockholders, called as afore-
said, shall be held to fill the vacancy.
Immediately following the adjournment of
4 fret al H.. 49, Il e ill.,
| tors shall hold a meeting and organize by
| electing president, a vice president, a secre-
| tary,, treasurer, and such other officers as
GERS shall hold Office until their successors
| have been elected and have qualified The said
| directors shall have the power to provide, by
the necessary bylaws, the duties of the vari-
| GUS officers. The failure to hold annual meet.
| ings or to elect officers shall not forfeit this
charter
| Article VIII.-The board of directors to
poration, up to the first Monday, in January,
| 1915, shall be Albert L. Stewart, Edwin p
Muller, Jacob Zoelly, Charles L. Stewart and
Miss Ella Morales, with Albert L. Stewart,
president, Jacob Zoelly, vice president, Edwin
+. Muller, secretary, and Miss Ella Morales,
| I. easurer
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 general meeting held for that
purpose, AFTER tnirty days previous notice
gwen In one newspaper, published in the city
OF New Orleans, state of Louisiana, at which
meeting or at any stockholders meeting, each
stakeholder shall be entitled to one vote for
every share of stock owned by him, whether
Il be preferred or common, and which may
oe voted personally or through written proxy.
AND IN addition to the notice by newspaper
publication, each stakeholder shall be entitled
to written notice of any stockholders meet
ing, which notice shall be mailed to him at
his 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 shall
be liqudated by three stockholders. acting
as commissioners. elected by the stockholders,
at meeting called for that purpose. The
commissioners 70 be elected, must receive
three .fourths 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
cb.l1 he 81 .nA cd nv