The herald. [volume] (New Orleans, La.) 1905-1953, 1915-11-04
TIL HERALD

y
dental to 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.
| srable for the management OF this corpora
! ton, and generally to do every other act
| matter or thing necessary for the complete
and proper carrying of said business
Article 1.-THE domicle 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
| president, upon the president. and in the
| absence Of both Of them, upon the secretary
| treasurer OF the corporation.
! Article lll-Ihe objects and purposes for
| which this corporation Is organized and the
| nature OF the business 10 be carried on by il
| are hereby declared to be-
! To do general importing and exporting
| business, OF all kinds OF products. goods and
! merchandise, either for the account of the
said Louis {. CdrValhO. Incorporated or on
| commission, brokers, for other persons.
/ hrmS 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 mer-
/ chandIsc and commodities OF every nature.
! sort. kind and description, both foreign and
| domestic; and generally to do and engage in
| any business, enterprise or undertaking con-
| nccted with, growing out Of incidental or
] =
| 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
| and domestic merchandise Of every sort
| Article lN-The capital stock OF this cor
| poration is fixed at the sum of five thousand
| tS5.p0oOl dollars, divided into and repre-
| scented by fifty shares of the par value of
| one hundred (Sl00O0 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
| bIllty 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 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 on-assess-
able. Said stock shall be transferable only
on the boo ks OF the company and on the sur
render or due proof of loss of the original GER
tifCatc.
Nc stakeholder shall have the right 10 sell
or otherwise dispose Of his stock in this cor
poratIon 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 purcha Sc
sand 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 (S25OOOGO) dollars
business and be a going concern as soon as
one-half of its capital stock shall have been
subscribed and as soon as 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 a quorum; no member of said
board to own subscribe for less than one
share of stock. Said directors shall be
elected by ballot at a general meeting of the
stockholders 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, until their successors shall have
been elected and qualified; any failure to
elect officers or directors shall not be consid-
cred as a forfeiture of this charter. Any va
canCv occurring IN the board OF directors shall
be filled by the remaining directors for the
uneNpired term. majority of the stock
holders at a meeting shall constitute a quo
rum for the transaction Of any business.
Said board OF directors shall, at its first
meeting after its election, elect out of its
own members a president, a vice-president
and a secretary-treasurer; and said board
shall have the power in its discretion to unite
two more officers, the same to confer upon
one person. Said board shall have the power
to appoint and dismiss such officers, agents,
clerks and employees as they may deem ad-
visable and to FIX their compensation.
Said board OF directors Is specially vested
with the power and authority to mortgage or
pledge the property, real, personal and mixed
OF the corporation as they may deem mt and
proper; to purchase, hold. own, mortgage,
pledge, lease and dispose of real estate, i'm
proved and unimproved, city and country; to
execute mortgages, issue notes, bonds and
other evidences of debt, and to borrow ard
lend money same to and from individuals
firms and corporations at such times, for such
prices and upon such terms and conditions,
as they may deem advisable. This power to
buy and sell, mortgage, pledge and dispose %
property, real and personal; to borrow and
lend money, execute mortgages, notes, bonds
and other evidences of debt and all powers
herein granted to said board of directors is
to be exercised by them without the necessity
of referring to the stockholders of the cor
poration for special authorization.
Said board Of directors shall make all the
rules, regulations and by laws for the gov
errTent, control and management of the ousi
ness and affairs OF the corporation, and
alter, amend and change the same at pleasure.
The following stockholders are hereby de-
cared to be the first board of directors Of
this corporation, all Of whom shall hold Office
until the second Monday of September, 1916
or until their successors shall have been
elected and qualified. Louis c. Carvalho, SIS
State street, New Orleans, La; Alexander c.
St. Marc, 1910 Upperline street, New Orleans
La; George f. Wiegand, 20l4 Canal street,
New Orleans, La.
Until the second Monday of September
1916, or until their successors shall have been
elected and qualified, the following named per-
sons are hereby declared TO be the officers
of this corporation: Louis c. Carvalho, pres,
ident; Alexander c. St. Marc, vice pr .sident;
George E. Wiegand, secretary treasurer.
Article VII.-No stakeholder shall ever be
5rld liable or responsible for the contracts
or faults of said corporation in any further
sum than the unpaid balance due the
shares of stock owned by him nor shall any
mere informality in organization have the
effect Of rendering this charter null or ex-
posing a stakeholder to any liability beyond
the amount of his unpaid stock, nor shall any
infcrmality or irregularity in organization
ever have the effect of rendering any stock
holder liable as a partner
Article VIII.-This act of incorporation
shall be changed, modified or altered or this
corporation shall be dissolved, with the as
sent of two-thirds of the stock of the cor
poration, present or represented at a general
meeting called for that purpose, after prior
notice in writing to each stakeholder or
mailed to him at his last known post Office
address. in accordance with the terms of Act
DOT of 1914.