The herald., 1916-08-17

and agreed, and do by these presents con-
tract and agree and bind and obligate them
selves well all such persons as may
become associated with them, TO form them.
selves into and constitute a corporation and
body polite in law for the objects and pur-
poses and under the conditions and stipula
tons OF the articles following, to-wit:
Article The name and title of the said
corporation shall be Samuel 4 de LatOur.
Inc" and under its said corporate name il
shall have and enjoy succession for the full
term and period OF nine;y-nIne (S) years
from and after date hereof, and shall have
power and authority to contract, sue and be
sued; to accept and receive mortgages. pledges
or other hypotheCatiOns; to make and a
corporate seal and the same TO break and
alter At pleasure; TO purchase, receive, lease,
hold, or otherwise acquire and convey
we'll mortgage and hypothecate under its
corporate name, property, both real and per
Sonal or mixed; TO name and appoint such
managers and directors, officers and agents,
and establish branch Offices at its dDmcIle,
or elsewhere, as the interest and convenience
of said corporation may require, and to make
and establish as well TO alter and amend
at pleasure such bylaws, rules and regula-
tons for the proper management and regu-
laton 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, parish OF
Orleans State OF Louisiana, and all citations
or other legal process shall be served upon
the president of said corporation, or in case
OF his absence, upon one of the vice-presl-
dents, or in the absence of all Of these Off
GERS, upon the secretary 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 It
are hereby declared to be; to carry and
conduct the business OF wholesale merchants,
dealers in poultry products. and all other
products OF every kind and character what
soevcr, including their byproductS or com
blnationS thereof, and % do any and all
Oh +hara
with, as well as general commission bust.
ness.
Article IV-The capital stock is hereby
liked at SIX thousand dollars ($oOOOO), d.
vided into one hundred and twenty ODD
shares Of a par value OF nifty dollars $4,000
each, whereof fifty per cent 5000 shall be
subscribed and paid for before the filing OF
these articles OF Incorporation. All stock sub
scribed for shall be paid for in cash prop
erty received; fifty per cenJ 5000 before the
corporation engages in business, and the re-
naming within twelve tl2) months, as de-
termIued by the board Of directors. Each
share OF stock shall be entitled 70 one Cd
vote at all elections and meetings. and enti-
tied TO the same right and privileges as any
other such share. The amount OF which
capital stock may be increased up 10 twenty
five thousand dollars (S25,G0o0. No stock.
holder in this corporation shall dispose Of
his holdings or any part thereof without hrst
offering the same to the corporation az us
| book value And the corporation shall have
| ten (lW days within which TO accept or re-
! ject the said offer. | pom the death Of any
| stakeholder, his stock shall forthwith, at the
option Of the corporation, be taken over by It
at book value The surviving widow OF any
stakeholder shall have the right to purchase
| this stock in preference 20 any and all heirs
! after the same has been offered to and re
| fused by the corporation.
No stakeholder shall be held liable or re.
| sp0nsiblc for the contracts or faults OF said
| corporation in any further sum than the un-
paid balance due the shares OF stock
! owned by him, nor shall any mere lni1r-
malIty III organization have the effect Of
rendering this charter null exposing any
/ stakeholder TO any liability beyond the
/ amount due his stock.
| Article V.-All the corporate powers Of this
| corporation shall be vested in, and its husl-
| ness and affairs managed by board OF d.
| rectors. consisting OF four t) members, any
! three 80 OF whom shall constitute quorum
| for the transaction Of business. Any vacancy
| or vacancies in the board OF directors shall De
| filled by the remaining directors. Inc cor
/ poratIon shall elect annually from among Us
| tockholders on the second Monday OF Au-
gust OF each year, beginning IN the year
! 1917 a board Of directors consisting OF tour az
/ members, as well as president yIee.pTff El.
/ dent secretary and treasurer, which last
| two Offices may be held by one person. The
| first board Of directors shall consist OF Joseph
! Samuel. Frank de Latour, Samuel Goldman
and Aware OuirOga, Of whom Joseph Samuel
| shall he president: Frank de Latour, vice
| president and Samuel Goldman, secretary
/ treasurer. Failure TO elect directors on the
| day above specified shall not dissolve the
! corporation, but the directors then IN ottoe
/ Shall remain in ofhce until their successors
are elected and qualified.
Article VI-Au notices Of stockholders Or
/ board OF directors meetings, including the
| annual meeting herein provided for. shall be
held after twenty-four t2+) hours written no.
nee shall have been mailed by the secre-
tary TO each stockholder az his last known
place Of residence and at all s;ockAoldeT'
meetings q majority OF the stock represented
by proxy or otherwise. shall control.
Article VII.-The names and post once
tadi-esses Of the subscribers 20 these articles
fof Incorporation and the statement Of me
number OF shares OF stock which eacn agree
! 10 take IN the corporation are as follows
ToseDh Samuel, 81 PoydEas street, 50 shares
flank de La;our. 81 PoydTas street, 2
shares: Samuel Goldman, 652 Baronne street
g shares; Aware Quiroga, 40 IchoupltouIa'
| street. "A shares
Article VIII.-This charter may be amend
| ed. or the corporation may be dissolved an
] Iouidated by a fifty-one per cent (olToJ V.u
: OF the capital stock appearing on the oook
! az the company, and IN the case OF hquid1
] t;or the board of directors then IN ONCE Saa!
Iiauidate the corporation.