The herald., 1915-04-22


agree and bind themselves, as well as
all such persons as may hereafter pc
come associated with them, TO form
CORPORATION for the objects and purposes
and under the articles ana stlpuId'ioii0
following, to-wit: ,.,
Article THE name of this corpora
ton shall be LoiselS Model Farms IN
corporated." and under its SAID cOIpoi d te
name il shall have power ana authoIIlS
IN have and enjoy corporate existence
and succession for the full term ana
period of ninety-nine years from anu
after the date hereof; 10 contract u
sue and be sued. to make ana 10 use q
corporate seal and the same TO aiter
ana break KAT pleasure; to hold. receive,
lease purchase and convey, as Wen dS
mortgage and hypOthecate properly
real, personal and mixed, corporeal anu
inCOrpOTeal, to name and appoint Sucil
managers, agents, directors ana OIiIceI
as it's business interest and convenience
may require. and To make and establish
as well as alter and amend from tliile
to time such bylaws, rules ana reg uId-
lions for the proper government Oh Ihe
affairs of said corporation as may De
necessary and proper
Article 1.-THE dOmiCile OF TINS cor
poration shall be in the CITY OF ""
Orleans, State of Louisiana, ana an Cltd-
tiOnS or other legal process snail De
served upon the President of said cor
poration, or in the event of his absence
uDOn the Vice President thereof, ana IN
the absence of both of said ofilcers, upon
the Secretary of said corporation.
Article III-The objects and pur-
poses for which this corporation Is or
ganiZed and established and the nature
of the business 10 be carried on Dy II
are hereby declared to be; to engage III
the dairy business. and in the cultlNa-
ton and selling of all farm and pianta,
tiOn products of every nature KIND ana
character whatsoever; in the raising
buying and selling of cattle, mules'
jennets, horses, mares, colts, donkegs'
sheep, goats, hogs, poultry, geese;
ducks. guinea fowls and Ostriches; ana
in furtheranCe thereof to buy, lease or
acquire such real property as may De
necessary to properly conduct and prose-
cute said business; in the establishment
and maintenance of factories, plants or
otherwise; and generally to do ana per-
form all things pertinent and incident
and which may be proper and necessary
to carry out and execute the ooJects
and purposes of this corporation.
Article IN.-The capital stock OF TINS
corporation is hereby fixed at the sum
of Twenty Thousand and OO/lOO, (s2O,-
900. O0). Dollars, divided into and repre-
scented by twenty HUNDRED (2,0OO) shares
of the par value of Ten and 0O/1O0
10000, Dollars each. said stock snail
be paid for in cash, or in such Install
ments and at such time and after such
notice to subscribers as the Board OF
Directors may fix, or same may be
issued at not less than par for labor
done and services performed for said
corporation, or for property or rights
actually received by said corporation.
Ten Thousand and 00/l00 (S10, 100000
Dollars of the capital stock has been
subscribed to the corporation at the time
of the passing of this act of incOrpOra-
ton. and this corporation shall become
going concern and shall be author
lied to commence business as soon as
Five Thousand and 00/l00 (S5.0O0.OO)
Dollars of its capital stock shall have
been paid for. either in cash or for labor
done or services performed for said
corporation, or for property or rights
actually transferred to it.
Article N.-The capital stock of this
corporation may be increased to the sum
of one Hundred Thousand and 00/100
Cs100,O0O.00) Dollars, by vote of two
thirds of all of the stock, at meeting
called for that purpose.
Article VI.-Transfer of stock shall be
made only on the books of the corpora
ton. subject to such regulations and
formalities as the Board of Directors
may prescribe. Any stockholder wishing
to sell his stock must offer the same in
writing to the other stockholders
through the Board of Directors, at
price not exceeding the book value
thereof, who shall have an option to
purchase all shares of stock to be dis
posed of by sale, resignation, death. or
otherwise, or any of its members, and
they shall have fifteen days in which to
Board of Directors decline to purchase
any stock, the stakeholder who has made
the offer to SELL may then dispose of
his stock in any manner or at any price
he may see fit, but any sale or transfer
made by StOckholder in violation of
this article shall be void and no trans
fer of stock shall be made on the books
of the corporation unless the provisions
thereof are strictly complied with.
Article VII.-All the corporate powers
q N
and exercised by a Board of Directors,
composed of nine 90 stockholders, five
of whom shall constitute a quorum for
the transaction of business.
Victor Loisel, A. c. Carpenter. Edward
o. Wild, Rene F. Clerc Denis Clement,
+. H. Lyman, William o. Hudson,
Edouard F. Henriques, Raoul Sere shall
compose the first board of directors of
this corporation. This first board of
directors shall serve until the second
Monday in April. 1916, after which the
directors shall be elected annually by
the stockholders at meeting to be held
on the said second Monday in April of
each year. Said meeting of stockholders
to be preceded by fifteen days notice in
writing sent to each of said stockholders
at his or her last known place of resi-
dence. Each stakeholder shall be en-
titled in person or proxy to one vote
for every share owned by him or her:
all elections shall be held under such
rules and regulations as may be deter
mined by the Board of Directors. The
Directors, when elected, shall continue
in office for one year and until their
successors shall have been duly elected,
and shall have been qualified. No fail
ure to elect shall operate the forfeiture
of this charter of any right under the
same. Any vacancy occurring on said
Board shall be filled by the remaining
Directors for the unexpired term.
Victor Loisel shall be President; A. G.
Carpenter, Vice-President; E. o. Wild
Secretary, and Rene +. Clerc. Treasurer
until the second Monday in April, 1916.
Article VIII.-The funds of this cor
poration shall be deposited from time to
time in a bank or banks to be selected
by the Board of Directors. All checks,
notes or instruments drawn or executed
or issued in said corporations name
shall be countersigned by at least two
officers of the corporation. No official
shall thus sign or endorse the name of
the corporation save strictly in it's
concerns.
Article IX.-This act of incorporation
may be changed, modified or amended
or the capital stock increased or de-
creased by and with the consent of two
thirds of all the stock.
A change in the objects and purposes
may be made only by q vote of all the
stock therefor issued; and an increase
OF the capital stock in excess of the
amount originally named herein as the
amount to which the capital stock may
be increased may be made by three
of all the outstanding stock
This corporation may be dissolved by
a vote of two-thirds of all the stock
holders at meeting called for that
purpose.
Notice of all meetings referred to in
this Article shall be given in the same