The herald., 1915-11-11

1t shall have the power and authority, in
| its corporate name, to contract; TO sue and
| be sued; to make and use a corporate seal,
I the same to break, alter or amend al 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 20 name, elect and appoint
! managers directors and clerks or other EN-
! ployees to properly conduct It's corporate bus
! mess and TO make such bylaws, rules and
! regulations as may be found necessary or de-
sirable for the management OF this corpora
! ton, and generally 10 do every other act,
matter or thing necessary for the complete
aal 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.
! tiun and other legal process shall be served
upon the president, and il the absence of the
president, upon the viCepreSldent, and in the
absence of both Of them, upon the secretary
! treasurer OF the corporation.
Article III.-The objects and purposes for
which this corporation IS organized, and the
nature Of the business to be carried by it
| are hereby declared to 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 c. Carvallro, incorporated, on
commission, as brokers, for other persons,
firms or corporations; to act as agent III the
handling OF Cargoes and for the consignment
II ships and vessels; 10 buy sell, hold own,
pledge and dispose OF products, goods, mer-
chandIse and commodities of every nature,
sort kind and description, both foreign and
domestic; and generally 10 do and engage IN
any business, enterprise or undertaking con-
uected with, growing out of. incidental or
germane to any OF the objects and purposes
set forth in contemplated by this charter,
and TO do any and all things necessary for
the conduct OF a general importing and
| porting and brokerage business Of foreign
and domestic merchandise OF every sort
| Article IN-Ihe capital stock of this cor
) Loo Hxal 81 tive ~ II
tSsOOOO 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
T. stock, signed by the president and the sec
retary-treasurer. and in the absence ina
bility to act Of the president, by the vice
president. Said stock shall be issued at such
: times and IN such amounts, for such price
Z and upon such terms and conditions the
board OF directors may see fit and proper, and
shall be paid for in cash its equivalent in
= property as the board OF directors may decide.
o All shares shall be full paid and non-assess-
\ able. Said stock shall be transferable only
r, on the books Of the company and on the sur
render due proof Of loss OF the original Ger
i; tIfCate.
y, stakeholder shall have the right to sell
= o- otherwise dispose Of his stock in this cor
e poration without first offering same TO the
d corporation at the book valuation thereof, as
e determined by the books Of this company,
2 and this corporation is authorized to purchase
e sand stock at said book valuation for the
IF benefit Of the other stockholders OF the cor
l. poration.
twenty-five thousand CS25OOOOO dollars.
Of Article V.-Ths corporation shall begin
y business and be a going concern as soon as
oue-half Of its capital stock shall have beer
le subscribed and as soon as one-half of the
IN amount of said subscription has been palc
O. for.
5, Article VI.-All the corporate powers of this
c, corporation shall be vested in and the man
agement and control of its business and at
S; fairs conducted by board of directors, com
) posed of three stockholders, two OF whom
shall constitute quorum; no member OF sale
b. board to own or subscribe for less than ont
| share of stock Said directors shall bt
c. elected by ballot at a general meeting of thu
IT stockholders on the second Monday of Sep
X TENDER 1916; and annually thereafter on tina
day Every stakeholder shall be entitled, il
Of person or by proxy, to vote for ever!
id share OF stock owned by him. All election
shall be held under such rules and regula
IS tions as may be determined by said board o
by directors. Ten days written notice, directed
ng to the last known address of every stock
holder shall be given OF all elections.
90 The directors thus elected shall cOntinu
90 in office until the second Monday of Septem
90 Der, 1916, or until their successors shall hav
90 been elected and qualified; any failure I
elect officers or directors shall not be consld
90 cred as a forfeiture of this charter. Any va
. cancv occurring in the board of directors shal
90 be filled by the remaining directors for tn
unexpired term. a majority Of the stock
holders at a meeting shall constitute a quo
90 rum for the transaction OF any business.
- Said board of directors shall, at its hrs
90 meeting after its election, elect out of II
own members a president, a vice-preslder
90 and a secretary-treasurer; and said boar
shall have the power in its discretion TO unit
90 two or more officers, the same to confer upo
one person. Said board shall have the powt
100 TO appoint and dismiss such officers, agents
. clerks and employees as they may deem az
20 visable and to fix their compensation.
srs Said board of directors is specially yeste
MS, with the power and authority to mortgage {
pledge the property real, personal and mike
er- of the corporation as they may deem mt an
i'd proper; to purchase, hold, own, mortgag
A. pledge, lease and dispose of real estate, in
nd proved and unimproved, city and country;
nd execute mortgages, issue notes, bonds ar
other evidences of debt, and to borrow ar
es; lend money on same to and from individual
5 firms and corporations, at such times, for sue
p. prices and upon such terms and condition
as they may deem advisable. his power
the buy and SELL mortgage, pledge and dispose
to- property, real and personal; to borrow ar
lend money, execute mortgages, notes, pon'
and other evidences OF debt and all powe
:, herein granted to said board of directors
es to be exercised by them without the necessi
Of of referring TO the stockholders OF the co
ove poraton for special authorization =.
ay- Said board of directors shall make all Il
uy rules, regulations and by laws for the go
=. err.uent control and management OF the ous
/. ness and affairs of the corporation, al
alter, amend and change the same at pleasuII
}. The following stockholders are hereby
clared to be the first board OF directors
. this corporation, all of whom shall hold OH
until the second Monday of September, ~
or until their successors shall have be-
ma, elected and qualified. Louis {. Carvalho,
ms State street. New Orleans, La; Alexander
the St Marc, 1910 Upperline street, New Orlear
,rd, La; George f. Wiegand, 2Ol4 Canal STREE
de- New Orleans, La.
lea, Until the second Monday of Septembt
ard 1915 or until their successors shall have be-
and elected and qualified, the following named pt
ma, sons are hereby declared to be the office
the of this corporation: Louis c. CarvalhO, Pre-
ned ident: Alexander c. St. Marc, vice-pr slider
APP George f. Wiegand, secretary-treasureT.
IRE Article VII.-No stakeholder shall ever
all 5eld liable or responsible for the contraC
en- or faults Of said corporation in any turtl
. to sum than the unpaid balance due on I
,ec- shares of stock owned by him nor shall a
of mere informality in organization have I
hey effect of rendering this charter null or c
ese posing a stakeholder to any liability beyo
and the amount of his unpaid stock, nor shall q
her infcrmality or irregularity in organizatl
as ever have the effect of rendering any stoc
and holder liable as partner.
Dur- Article Nlll.-lhis act OF ihCoiPoIdt,
ula- shall be changed modified or altered or Il
corporation shall be dissolved, with the
this sent of two-thirds of the stock OF the G.
In poration present or represented at a gene
hall meeting called for that purpose, after pr
ad- notice in writing to each stakeholder
by mailed to him at his last known post on
Of address, in accordance with the terms OF
xist 267 of 1914.