The herald., 1915-05-06

all such persons as may hereafter De-
come associated with them. to form a
CORPORATION for the objects and purposes
and under the articles and stIpuIatlOns
following, to-wit:
Article THE name of this corpora
ton shall be Loisel's Mode Farms. In
Corporated." and under its said corporate
name it shall rave power and authority
to have and enjoy corporate existence
and succession for the full term ana
period Of ninety-nine years from ana
after the date hereof: TO contract, 10
sue and be sued, TO make and to use a
corporate seal and the same to alter
and break at pleasure, to hold. receive
lease. purchase and convey, as We'll a.
mortgage and hypOthecate property.
real. personal and mixed, corporal and
inCOrporeal: to name and appoint Such
managers, agents, directors and oilcerS
as its business interest and Convenience
may require. and 10 make and establish,
as well as alter and amend from time
10 time such bylaws, rules and TeSula-
tiOns for the proper government OF the
affairs of said corporation as may be
necessary and proper.
Article 1.-THE dUmiCile Of this cor
poration shall be in the City of New
Orleans, State OF Louisiana, and all clta-
lions or other legal process snail be
served upon the President of said cor
pOratiOn. or in the event of mis- absence.
upon the NiCe-Presiden thereof, and in
the absence of both of said officers, upon
the secretary Of said corporation.
Article IlI.-The objects and pur-
poses for which this corporation is or
ganized and established and the nature
of the business to be carried on by It
are hereby declared to be. to engage in
the dairy business, and in the Cultiva-
ton and selling Of all farm and planta-
tion products of every nature. kind and
character whatsoever. in the raising,
buying and selling of cattle, mules.
~JennetS, horses. mares, colts. donkeyS.
sheep, goats, hogs, poultry, geese,
1r1slG trrrlnaa fouls md nEfTIrhRE+ and
in fuTtheTanCe thereof TO buy, lease or
acquire such real property as may be
necessary to properly conduct and prose
cute said business; in the establishment
and maintenance of factories, plants or
otherwise; and generally to do and per
form all things pertinent and incident
and which may be proper and necessary
10 carry out and execute the objects
and purposes of this corporation.
Article IN.-The capital stock of this
corporation is hereby fixed at the sum
Of Twenty Thousand and 90 100. $50
600. OO), Dollars, divided into and repre-
scented by twenty HUNDRED t2,UO0) shares
of the par value of Ten and 90 100
10000. Dollars each. said stock shall
be paid for in cash, or in such INSTALL
mentS and at such time and after such
notice To subscribers as the Board of
Directors may fix. or same may be
issued at not less than par for labor
done and services performed for said
corporation, or for property or rights
actually received by said corporation.
Ten Thousand and 90 100 Gl0. 900. 00)
Dollars Of the capital stock has been
subscribed to the corporation at the time
of the passing of this act of incOrpOra-
ton, and this corporation shall become
a going concern and shall be author
iZed 10 business as soon as
Five Thousand and 90 100 G5.0O0.0O)
Dollars of its capital stock shall have
been paid for. either in cash or for labor
done, or services performed for said
| ~ 49, - FfAVn or AAg - mr. nhf :
actually transferred 10 IT,.
Article N.-The capital stock of this
corporation may be increased to the sum
of one Hundred Thousand n 00/1OO
S1O0. 600. 00) Dollars, by a vote of two
thirds of all of the stock. at a meeting
called for that purpose.
Article NI.-Transfer of stock shall be
made only on the books of the corpora
ton. subject to such regulations and
formalities as the Board of Directors
may prescribe. Any stakeholder 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
the offer to sell. may then dispose of
his stock in any manner or at any price
he may see fit. but any sale or transfer
made by a stakeholder 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 NII-All the corporate powers
of this corporation shall be vested in
and exercised by a Board of Directors,
composed of nine 90 stockholders. five
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the transaction of business.
Victor Loisel, A. c. Carpenter. Edward
o. Wild. Rene +. Clerc. Denis Clement,
F. II. LYMAN. william o. Hudson,
Edouard +. 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
directors shall be elected annually by
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
successors shall have been duly elected
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, Vice-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 to
time in a bank or banks to be selected
by the Board of Directors. All checks
notes or instruments drawn or executed
or issued in said corporations name
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 IX.-This act of ncorporatior
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 ali 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 thai
purpose.
Notice of all meetings referred to in
this Article shall be given in the same
manne as is provided for the giving
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