The herald., 1915-05-13

An such persons as may hereafter ne
come associated with them. 70 ioI IL q
corporation for the objects ana puIt,oGS
and under the articles ana Slipu-a''O'
following tO-wit.
Artfrla The name Of this corpora
ton shall he LoiSels Model Farms, m
! c0rporaIed." ana under It's salG GO! pptit,
name il shall have power ana aulholi'S
-a have and enjoy corporate eN!SleH''
and succession for the ful term en-
period OF ulu-ty-niue years from an
after the date hereof, 10 conf dt'' -
Sva and h. sued 20 make ana 10 U.s. q
r1rr0ra,a seal ana the same 10 ate!
and break at pleasure. TO tolu. fetSiNt'
lease. purchase and convey. a. Wen a
mortgage and hypOtEecate proper . 4;
real personal and mixed. cprportaL anu
} iucorrlorrtl. 10 name and appoint SL'N
MANAGERS. agents directors ana oIntriN
a. It's business interest ana Coh'tIi'S,ii's'
may require. and 10 make ana tSlaol.HH'
As well as alter and amend from time
/ 10 -fr7a such bylaws rules and reSGla-
t!On- FOR the proper government OF ~
affairs Of said corporation as ma! W
necessary and proper.
Article 1.-The dumicile OF TINS cor
nors-tnu stall be in the city Of n"
/ orleans state of Louisiana. ana all cLla-
| lions or other legal process sAaA te
served upon the President OF Sali cor 20
porarion or in the event Of his absence
! upon Tia Vice-Presiient thereof. anu IN
/ TIE absence Of both Of said ofhCeTS. upon
the Secretary Of said corporation.
Article III.-THe objects ana plt-
poses for which talS corporation - OF
-aDizeI and established and the nature
of the business TO b- carried on by II
are hereby declared 10 te. 10 engage III
the dairy business. ana IN the I.l'- !. a
ton and selling Of all farm ana fIdhla5
tiun products Of every nature. h!hd ana
character whatsoever. in the RAISING
/ huyiuE and selling Of cattle. mules
! yrnnets. horses, mares. colts. dohAeE :
sheep. goats. hogs. poultry, gees,
. I ri H.. a
/ in furtherauce thereof 10 buy, lease or
acquire SICu real property a. may "r
necessary To- properly conduct ana pToS'-
cute said business, IN the establishment
and maintenance of factories. plants or
otherwise. and generally TO 40 ana per
/ form all things pertinent and incident
| and which may b. proper and necessary
! 10 carry out and execute Inc OOJetNS
( and purposes OF this corporation.
/ Article IE.-The capital stock OF TINS
corporation is hereby fixed at the sum
/ OF Twenty Thousand and 90 100. 'S-v-
| 900 U0p. Dollars. divided into ana repre-
/ scented by twenty hunderd t2,vpg) Shates
/ of the par value Of Ten and 90 loo
/ 60 0ub. Dollars each. said stock sadll
/ be uaid for in cash, or in Such install
| ments and at such time ana after Suc'.
! notice To subscribers a. the Board OF
Directors may fix. or same may De
! issued at not less than par for labor
done and services performed Tor SAID
| corporation, or Tor property or rights
/ actually received by said corporation
l Ten Thousand and 90 100 tSlO.QOU.0Ol
! Dollars of the capital stock has been
| subscribed 10 the corporation at the time
/ of the passing of this act OF lncOrpoTa-
! ton. and this corporation shall become
/ a going concern and shall be author
I lied To commence business as soon as
I Five Thousand and 90 100 tS5.ooV.oVp
! Dollars Of its capital stock snail nave
! been paid for either in cash or for labor
| done. or services performed for said
! ,vYl- ION ny
/ actually transferred To IL.
| Article N.-The capital stock OF TINS
| corporation may be increased 10 the sum
| OF one Hundred Thousand and 90 loo
! $500 900. 00p Dollars. by a vote of two
] thirds OF all OF the stock. al meeting
| called for that purpose.
| Article VI-Transfer of stock shall be
made only on the books of the corpora
! ton. subject to such regulations and
| foTmalities as the Board OF Directors
4 may prescribe. Any stockholder wishing
TO sell his stock must offer the same in
writing TO the other stockholders,
| through the Board Of Directors. at a
/ price not exceeding the book value
| thereof. who shall have an option to
/ purchase all shares OF stock to be dis
/ posed of by sale, resignation, death. or
| otherwise, or any of its members, and
they shall have fifteen days in which TO
| accept or decline said offer. Should the
/ Board of Directors decline TO purchase
any stock, the stakeholder who has made
l the OfTer TO sell. may tten dispose OF
| his stock in any manner or at any price
| he may see Mt. but any sale or transfer
made by a stockholder in violation of
| this article shall be void. and no trans
| fer of stock shall be made on the books
| OF the corporation unless the provisions
| thereof are strictly complied with.
| Article VII.-All the corporate powers
| of this corporation shall be vested in
and exercised by a Board of Directors
composed of nine ~ stockholders. five
of whom shall constitute a quorum for
the transaction of business.
| Victor Loisel. a. c. Carpenter. Edward
o. Wild Rene F. Clerc. Denis Clement
H. LYMAN. William o. Hudson,
Edouard F. Henriques. Raoul Sere shall
compose the first board of directors of
| this corporation. This first board of
| directors shall serve until the second
| Monday in April. 1916. after which the
| the stockholders at a meeting to be held
| on the said second Monday in April of
each year. Said meeting of stockholders
| TO be preceded by fifteen days notice in
writing sent to each OF said stockholders
! at his or her last known place of resi-
dence. Each stakeholder shall be en-
titled in person or proxy to one vote
for every share owned by him or her
all elections shall be held under such
rules and regulations as may be deter
mined by the Board of Directors. The
Directors. when elected, shall continue
in Office for one year and until their
and shall have been qualified. No fail
ure to elect shall operate the forfeiture
Of this charter of any right under the
same. Any vacancy occurring on said
Board shall be filled by the remaining
/ Directors for the uneXpired term.
Victor Loisel shall be President: A c
Carpenter, Nice-President: f. o. Wild
| Secretary. and Rene F. Clerc, Treasurer
of the first Board of Directors. TO serve
until the second Monday in April. 1916
Article VIII-The funds of this cor
poration shall be deposited from time tC
time in bank or banks to be selected
by the Board of Directors. All checks
notes or instruments drawn or executed
shall be countersigned by at least two
officers of the corporation. No official
shall thus sign or endorse the name OF
the corporation save strictly in its
concerns.
| Article 1X--This act of incorporation
may be changed. modified or amended
or the capital stock increased or de.
creased by and with the consent of two.
| thirds of all the stock
A change in the objects and purposes
may be made only by a vote of all the
stock therefor issued; and an increase
OF the capital stock in excess of the
amount originally named herein as the
amount to which the capital stock NAV
be increased. may be made by three
fourths of all the outstanding stock
| This corporation may be dissolved by
a vote OF two-thirds of all the stock.
holders at a meeting called for that
purpose.
Notice of all meetings referred to in
this Article shall be given in the same
manner as is provided for the giving