The herald. [volume] (New Orleans, La.) 1905-1953, 1915-11-18
CHARTER
OF LOUIS C. CARVALHO, INC.
United States Of America, State of Louisiar

United States OF America, State OF louisiana,
Parish of Orleans, City of New Orleans.
Be it known, that on this 18th day of the
month Of October, in the year of our Lord,
nineteen hundred fifteen and of the indie
pendence Of the United States Of America,
the one hundred fortieth, before me, Edward
Alexander Parsons, notary public, in and
for the parish OF Orleans, State OF Louisiana
duly commissioned and qualified, and in the
presence of the witnesses hereinafter named
and Undersigned: personally came and APP
pearcd the persons whose names are here
unto subscribed and who declared that avail
ing themselves of the provisions OF the gen.
eral laws Of the state OF Louisiana, relative to
the organization OF corporations and espec-
tally OF act 267 Of the General Assembly OF
the state Of Louisiana, for the year 1914, they
have covenanted and agreed, and do by these
presents covenant and agree bind, form and
constitute themselves, well as such other
persons as may hereafter join or become as
ISOLATED with them, into an association and
body polite in law for the objects and pur-
poses and under the agreements and stipula-
tons hereinafter set forth:
Article 1.-The name, style and title of this
corporation shall be Louis G. CarvalhO, In
corporatcd,' and under that name il shall
have and enjoy all the rights, privileges, ad
vautages, power and authority conferred by
the Constitution and laws OF the State of
Louisiana upon corporations. 1t shall exist
for period Of ninety-niue years, unless
otherwise dissolved
1t shall have -ihe power and authority, in
its corporate name, to contract; 10 sue and
be sued; to make and use i corporate seal,
the same to break, alter or amend at pleas
ure; to buy and sell, to hold, own. lease.
mortgage, hypOthecate and pledge property
real, personal and mixed, necessary, incl
dental TO or proper for the carrying on of its
business, and to name, elect and appoint
managers, directors and clerks or other en-
ployees to properly conduct its corporate bus
mess and to make such bylaws. rules and
regulations as may be found necessary or de-
Sirable tor the management Of this corpora
tion, and generally to do every other act,
matter or thing necessary for the complete
aad proper carrying on of said business.
Article 1.-THE domicile OF this corpora
ton is hereby declared TO be in the city of
New Orleans. State Of Louisiana. All cita-
ton and other legal process shall be served
upon the president, and in the absence of the
president, upon the vice-president, and in the
absence Of both OF them, upon the secretary
treasurer OF the corporation.
Article III-Thc objects and purposes for
which this corporation is organized, and the
nature of the business to be carried on by it
are hereby declared 10 be:
To do a general importing and exporting
business, OF all kinds of products, goods and
merchandise, either for the account of the
said Louis {. Carvalho, Incorporated, or on
commission, as brokers, for other persons,
firms or corporations; TO act as agent in the
handling OF cargOes and for the consignment
OF ships and vessels to buy, sell, hold, own,
pledge and dispose of products, goods, mcr-
Chandise and commodities OF every nature
sort, kind and description, both foreign and
domestic; and generally t. do and engage in
any business, enterprise or undertaking con-
neCted with, growing out Of, incidental or
germane TO any Of the objects and purposes
set forth in or contemplated by this charter,
and TO do any and all things necessary for
the conduct Of a general importing and ex-
porting and brokerage business of foreign
! 1f-I 90 q
Article lN.-1he capital stock of this cor
poration is fixed at the sum Of FIVE thousand
tS5.0O0OC dollars, divided into and repre-
scented by fifty shares of the par value of
one hundred $4,000 dollars per share. Said
stock shall be represented by certificates of
stock, signed by the president and the sec
retary-treasurer, and in the absence or ina
bilty TO act of the president, by the vice
president. Said stock shall be issued at such
times and in such amounts, for such price
and upon such terms and conditions as the
board of directors may see fit and proper, and
shall be paid for in cash or its equivalent in
property, as the board of directors may decide.
All shares shall be full paid and non-asscss-
| able. Said stock shall be transferable only
on the books of the company and on the sur
render or due proof of loss OF the original GER
| tifcate.
Nc stakeholder shall have the right to sell
| or otherwise dispose of his stock in this cor
| poraton without first offering same to the
| corporation at the book valuation thereof, as
| determined by the books of this company,
! and this corporation is authorized to purchase
| said stock at said book valuation for the
| benefit of the other stockholders of the cor
! poration.
The capital stock may be increased to
| twenty-five thousand (s2s,0O00O) dollars.
Article V.-This corporation shall begin
| business and be going concern soon as
one-half of its capital stock shall have been
| subscribed and soon one-half of the
amount of said subscription has been paid
| for.
Article VI-All the corporate powers of this
corporation shall be vested in and the man
| agement and control of its business and af-
fairs conducted by board Of directors, COM
posed of three stockholders, two of whom
| shall constitute quorum; no member of said
! board to own or subscribe for less than one
| share of stock. Said directors shall be
elected by ballot at a general meeting of the
stockholders on the second Monday of Sep
| TENDER 1916; and annually thereafter on that
day. Every stakeholder shall be entitled, in
| person or by proxy, to one vote for every
share of stock owned by him. All elections
/ shall be held under such rules and regula
| tions as may be determined by said board Of
| directors. Ten days written notice, directed
to the last known address of every stock
holder shall be given of all elections.
! The directors thus elected shall continue
in Office until the second Monday of Septem
| Der, 1916, or until their successors shall have
been elected and qualified; any failure y
elect officers or directors shall not be consid
| cred as a forfeiture of this charter. Any va
| cancy occurring in the board of directors shall
| be filled by the remaining directors for the
unexpired term. A majority of the stock
! holders at a meeting shall constitute quo
! rum for the transaction of any business.
| Said board of directors shall, at its frs
meeting after its election, elect out of it:
| own members a president, vice-presiden
! and a secretary-tressurer; and said boarC
shall have the power in its discretion to unit,
two or more officers, the same to confer upor
] one person. Said board shall have the powe
| to appoint and dismiss such officers, agents
| clerks and employees as they may deem ad
| visabe and to fix their compensation.
| Said board of directors is specially vested
with the power and authority to mortgage o.
pledge the property, real, personal and mixed
| of the corporation as they may deem mt ant
proper; to purchase, hold, own, mortgage
pledge, lease and dispose of real estate, i'm
| proved and unimproved, city and country; Il
| execute mortgages, issue notes, bonds anC
other evidences of debt, and TO borrow ant
lend money on same to and from individuals
| firms and corporations, at such times, for sucf
prices and upon such terms and conditions
| as they may deem advisable This power 4
buy and sell, mortgage, pledge and dispose D
property, real and personal; to borrow ant
and other evidences of debt, and all power
herein granted &c said board of directors i
to be exercised by them without the necessit!
of referring to the stockholders of the cor
poration for special authorization.
| Said board of directors shall make all th
rules, regulations and by laws for the gov
erruent control and management of the Ousi
ness and affairs Of the corporation, ant
alter, amend and change the same at pleasure