The herald. [volume] (New Orleans, La.) 1905-1953, 1915-11-25
CHARTER
OF LOUIS c. CARVALHO, INC.

nineteen hundred tttecn 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 ap-
peared the persons whose names are here
unto subscribed and who declared that avail
ing themselves of the provisions of the gem
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 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 c. Carvalho, In
CorpOrated," and under that name il shall
have and enjoy all the rights privileges, ad-
vantages, power and authority, conferred by
the Constitution and laws of the State Of
Louisiana upon corporations. II shall exist
for a period Of ninety-nine years, unless
otherwise dissolved.
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
the same TO break, alter or amend at pleas
ure; 10 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-
ployces 10 properly conduct Its corporate bus
mess and TO make such bylaws, rules and
regulations may be found necessary or de-
Sirable Tor 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 domicle OF this CORPORA
lion IS hereby declared to he 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.-The objects and purposes for
which this corporation is organized, and the
nature OF the business to be carried on by II
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
sand Louis {. Carvalho, 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-
chanuise 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-
nected with, growing out Of incidental or
germanc 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 general importing and ex-
porting and brokerage business of foreign
and domestic merchandise of every sort.
Article IN.-The capital stock of this cor
poration is fixed at the of FIVE thousand
S5,Omm) dollars, divided into and repre-
sented by nifty 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
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
and upon such terms and conditions as the
board OF directors may see ht and proper, and
shall be paid for in cash or its equivalent in
property, as the board of directors NAV decide
All shares shall be full paid and non-assess-
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
poratlon 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
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 (S25,0OOOO) dollars.
Article N.-This corporation shall begin
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 a board of directors COM
posed of three stockholders, two of whom
shall constitute a quorum; 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 on the second Monday of Sep
TENDER, 1916; and annually thereafter on that
day. Every stakeholder shall be entitled, in
person or by proxy, 20 one vote for every
share Of stock owned by him. All elections
shall be held under such rules and regula-
tons 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 to
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
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 or 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 fit 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 and
END money same TO and from individuals, |
firms and corporations at such times, for such |
prices and upon such terms and conditions, !
rs they may deem advisable. This power TO |
BUY and sell, mortgage, pledge and dispose Of
real and personal; to borrow and
end money, execute mortgages, notes, bonds |
md other evidences of debt, and all powers
herein granted to said board Of directors is |
% be exercised by them without the necessity |
If referring to the stockholders of the cor
1oraton for special authorization.
Said board of directors shall make all the |
Jules, regulations and by laws for the gov |
erfTent control and management of the 1usi !
ness and affairs Of the corporation, and |
liter, amend and change the same at pleasure. |