The herald., 1915-04-29

Louisiana, and all citations and otber iegoi
processes shall be served upon the president
| or IN his absence, inability TO act unon
any other officer of the corporation. r'
Article llI.-The objects and purposes for
which this corporation is organized and the
nature OF the business to be carried on BY
| 1t are hereby declared to be: to own, TO &C.
quire, by purchase, lease, donation, exchange
or otherwise, and 10 sell or ALLEVIATE real and
personal property of every description and
kind, to rent, buy, sell, mortgage. hypotbe
cate agricultural and other lands in the
State OF Louisiana; to lease and carry on
stock farms and planting operations of every
character; 10 deal IN dairy products, cattle,
farm products or other merchandise and TO
have such general and individual powers as
may be necessary in furtherance of the OBJ.
Jects and purposes herein set forth or such
as natural person might have or exercise
and to have and be vested with such powers
as are conferred upon corporations of the same
klnd and character, under the laws of the
State OF Louisiana; to exchange its capital
stock, or any part thereof, for property and
leases which it is hereby authorized to ac-
quire
Article IV.--The authorized capital stock of
this corporation is hereby fixed at the sum
of twenty thousand (S20OO0OO dollars di-
vided into two thousand (2OOO shares of the
par value Of ten $1,000 dollars each, all OF
which shall be common stock, and the same
may be issued for cash money or in payment
OF property or services actually received by
or rendered to said corporation. This corpor-
alton shall commence business and become a
going concern as soon as ten thousand (Sl0,-
0OOOO) dollars of its capital stock shall have
| been subscribed and One-half thereof paid
for; said stock shall be worcestershire
The parties hereto declare that they each
subscribed for the number of shares of said
capital stock set opposite their respective
signatures hereto or an aggregate Of SlO.SOOOO
| ten thousand eight hundred dollars), the
same to be paid for in cash or in property
leases or other chooses in action or notes of
the value satisfactory to the holders The
board of directors hereinafter created is es-
authorized of he
Tor any and all the purposes above stated as
IN ITS Judgment may seem fair and proper
The capital stock of this corporation may be
increased TO the sum on one hundred thou
sand (SlOOOOO.0O) dollars, in accordance with
| the provisions of the law pertaining thereto
No present or future stakeholder shall be
allowed to sell or transfer his stock in this
company, except by inheritance without first
offering the same to the company through its
president, or vice president. If the company
fails to purchase the stock so offered at it's
book value as shown on the preceding Deem
Der Slst. within FIVE DAYS from such offer
then the stakeholder desiring 10 dispose Of
his stock may sell and transfer the same
All stocks SO purchased by the company shall
be reissued by it and offered TO each stock
holder, IN proportion to their holdings, at the
price the said shares were purchased. If
any stakeholder fails to purchase the stock
so offered to him, then the company may sell
the same at the highest price obtainable.
| Apicle YAH the powers of this corpora
ton shall be vested in and exercised by a
board of directors of not more than five and
not less than three directors, each of whom
shall hold in his own name on the books of
the company at least one share of stock. The
number of directors within said limits and
the number required to constitute a quorum of
the board shall be fixed from time to time
by the bylaws. Said board of directors shall
holders meeting called for that purpose at the
office of the corporation on the fourth Tues
day of each year after due notice given to the
] stockholders by mail at least fifteen DAYS
| before Fail
to elect directors on the date above specified
| shall not dissolve the corporation, but the
directors then in office shall remain in Office
Until their successors are elected The board
of directors at their first u,netirg following
each annual election shat. el:ct from :heir
number president and OF: CT more wee
| but not necessarily from their number, a
secretary and a treasurer and such other
officers as the board of directors shall deem
necessary. The board shall have power in its
discretion to unite two or more Offices and to
confer the same upon one person and shall
have the power to FIX the salaries of all off
GERS and Of such further officers and agents
| as they deem necessary. The board of di-
rectors shall have the power to make and es-
! tablish, as we'll as alter and amend, all by
| laws, rules and regulations necessary and
proper for the support and management of the
business and affairs of said corporation not
| inconsistent with its charter. Said board
shall also have power and authority to fill any
vacancies on its board, to borrow money, and
| authorized agent, or agents, to execute mort.
cages, issue notes, pledges, bonds or other
obligations, in such amounts and on such
| terms as IN their Judgment may be deemed
| advantageous, and generally to do all things
reasonably necessary for the proper carrying
| on of the business of said corporation; as
also to issue and deliver full paid shares of
stock and bonds obligations of said cor
poration, in payment of money borrowed, or
| money, labor or services or property or rights
actually received by said corporation, as
her Caf nrfh md hall haua 70
| do all such acts and things may be neces-
| sary to carry out the objects for which this
| corporation is organized.
Until the next general meeting OF the stock,
holders for election of directors, to be held
| under this charter on the fourth Tuesday of
| January 1916, or until their duly qualified
successors are elected and installed, the board
] of directors shall be composed of: E. Albrecht,
I Whitney Central Bldg, New Orleans, La.
Harry A. Black, Whitney Central Bldg, New
S Sew YORK La s. Steiner Whitehall Bids''
| Article VI.-Notice of all meetings of stock
| holders for electing directors or for any other
purpose, shall be given in writing by the see
rotary, to be deposited in the mail at least
| fifteen days before such meeting, directed to
| each stakeholder at his last known address
| appearing upon the books of the corporation
unless said notice is waived in writing by
| all the stockholders appearing as such upon
| the books.
Article VII.-This act of incorporation may
be modified, added to, changed or amended
| or this corporation may be dissolved by and
| the assent of the holders of two-thirds in
amount of the then entire outstanding stock
given at general meeting of the stock.
holders, to be convened after fifteen days.
prior notice, as provided in Article vi OF
| this charter.
In the event of the dissolution of said
corporation, either by Limitation of its char
| ter, or otherwise, its affairs shall be liqui-
dated by three commissioners, to be appoint
ed and elected at a special meeting of the
stockholders for that purpose, as above pro-
vided, and who shall remain in office until
| the affairs of said corporation shall be fully
| lquidated; and in the event of the death
| or disability of one or more of said llquida-
| tors, the survivors or survivor shall con-
| tinue to act.
Article VIII-No stakeholder shall be held
liable or responsible for the contracts or
faults of said corporation in any further sum
| than the unpaid balance due to the corpora
| ton on the shares of stock owned by him, nor
| shall any mere formality in organization have
| the effect of rendering this character null
or of exposing a stakeholder to any liability
beyond the amount due on his stock, if any.
Article IX.-Said corporation shall COM
mence business or operation as soon as LOO
| Zone thousandD shares of its capita! stock
| shall have been subscribed for and at least
| 50 per cent thereof have been actually paid
| in.
Thus done and passed, at my Office, in the
city of New Orleans, on the day, month and
year first hereinabove written, in the pres
ence of T. Marshall Miller and Philip A.