The herald., 1915-04-22

regulations tor the proper management and
regulation of the affairs of said CORPORATION
as may be necessary and proper
Article 1.-The domicile of the said cor
poration shall be at New Orleans, State Of
louisiana and all citations and other legal
processes shall be served upon the president
or IN his absence, inability TO act unon
any other officer of the corporation.
Article Ill-The objects and purposes for
which this corporation is organized and the
nature of the business to be carried on nv
it are hereby declared to be: to own. to &C.
quire, by purchase, lease, donation, exchange
or otherwise, and to sell or ALLEVIATE real and
personal property of every description and
kind, to rent, buy, sell, mortgage hypothe-
cate agricultural and other lands in the
State OF louisiana; to lease and carry on
stock farms and planting operations of every
character; to deal in dairy products, cattle
farm products or other merchandise and 10
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
kind 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 (s2OOOOOO dollars, di-
vided into two thousand (2,OO0) 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 OF in payment
OF property services actually received by
or rendered to said corporation. This corpor-
alton shall commence business and become
going concern as soon as ten thousand (SlO-
0OOO) dollars at its capital stock shall have
been subscribed and Onc-half thereof paid
for; said stock shall be worcestershire
The parties hereto declare that they each
subscribed for the number of shares of said
signatures hereto, or an aggregate of Sl0,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 10 the holders. The
board of directors hereinafter created is es-
pecially authorized to dispose of the stock
for any and all the purposes above stated as
in its judgment may seem fair and proper
The capital stock of this corporation NAV be
increased to the sum one hundred thou
sand (SlOOO00.0O 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 its
book value as shown the preceding Deem
Der 3lst. within five days from such offer,
then the stakeholder desiring to 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 so purchased. If
any stoc kholder fails to purchase the stock
so offered to him, then the company may sell
the same at the highest price obtainable.
ton shall be vested in and exercised BY
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 quorum of
the board shall be fixed from time TO time
by the bylaws. Said board of directors shall
be elected annually, by ballot at a stock
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 the date of the said meeting Failure
to elect directors on the date above specified
shall not dissolve the corporation, but the
Until their successors are elected. The board
of directors at their first r;"eurg following
ea.h annual election sh?i: elact from, their
rrmpcr president and OF: or more wee
residents, and they shall likewise elect,
but not necessarily from their number,
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 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 d.
rectors shall have the power to make and es-
tablish, as well 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
through the president or some other duly
authorized agent, or agents, to execute mort.
cages, issue notes, pledges, bonds or other
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 or obligations of said cor
poration, in payment of money borrowed, or
money, labor or services or property or rights
heretofore set forth, and shall have power to
do all such acts and things as 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 1915, or until their duly qualified
successors are elected and installed, the board
of directors shall be composed of: Z. Albrecht,
/ Whitney Central Bldg, New Orleans, La.
Orleans, La; s; S. Steiner, Whitehall Bldg,
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 a 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 hqui-
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
| liqudated; and in the event OF the death
| or disability of one or more of said liquida-
| 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 soon as ,OOC
! Zone thousand) shares of its capital 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 hereinaboye written, IN the pres