The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-14

and agreed, and do by these presents con-
tract and agree and bind and oblgate them
selves a. we'll as 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 stpua
tons Of the articles following, to-wit:
Article 1.-The name and title of the said
corporation shall be Samuel 4 de I.atOur,
Inc and under its said corporate n5me II
shall have and ENJOY succession for the iull
term and period OF uinety-nine C9D years
from and after date hereof, and shall have
pswer and authority to contract, sue and be
sued; to accept and receive mortgages, pledges
or other hypOtheCatlonS; to make and use
corporate seal and the same to break and
alter at pleasure; to purchase, receive, lease,
hold, otherwise acquire and convey
well as mortgage and hypothecate under its
corporate name, property, both real and per
SOnal or mixed; 10 name and appoint such
managers and directors, officers and agents,
and establish branch offices at its domcile,
or elsewhere, as the interest and convenience
Of said corporation may require, and 10 make
and establish as well 10 alter and amend
at pleasure such bylaws, rules and regula-
tons for the proper management and regH-
lation Of the affairs Of said corporation as
may be necessary and proper.
Article 1.-THE domicie 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
of his absence, upon one OF the vlce-presi-
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 by it
are hereby declared TO be; TO carry on and
conduct the business of wholesale merchants,
dealers in poultry products, and all other
products of every kind and character what
soever, including their by-products com
biuations thereof, and TO do any and all
business incident thereto or connected there
with, well as general commission busi-
ness.
Article IV.-The capital stock is hereby
fixed at six thousand dollars (S6,000OO), d.
vided into one hundred and twenty ODD
shares of a par value OF fifty dollars (S5OOO
each, whereof fifty per cent (O%o) shall be
subscribed and paid for before the filing Of
these articles of Incorporation. All stock sub
scrbed for shall be paid for in cash or prop
erty received; fifty per cent (5Oqo) before the
corporation engages in business, and the
naming. within twelve Q2) months, as de
termined by the board of directors. Each
share of stock shall be entitled TO 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 (S2S,0OOOl. No stock.
holder in this corporation shall dispose OF
his holdings any part thereof without first
offering the same to the corporation at Its
| book value And the corporation shall have
ten (l0) days within which to accept re-
| ject the said offer. Upon the death OF any
stockholder. his stock Shall forthwith, at the
| option of the corporation, be taken over by II
| at book value. The surviving widow Of any
| stakeholder shall have the right to purchase
| this stock in preference to 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.
| sponsible for the contracts or faults OF SAID
| corporation in any further s"m than the un-
/ i. o Gha ~ HAFE
| owned by him, nor shall any mere intor-
| mality in organization have the effect OF
rendering this charter null or exposing any
stakeholder TO any Liability beyond the
amount due on his stock.
| Article V.-All the corporate powers OF this
| corporation shall be vested in, and its busl-
| ness and affairs managed by a board OF d.
| rectors, consisting of four () members, any
| three 90 of whom shall constitute a quorum
/ for the transaction OF business. Any vacancy
| or vacancies in the board of directors shall be
/ filled by the remaining directors. The cor
| poration shall elect annually from among IT'S
stockholders on the second Monday OF Au-
| gust Of each year, beginning in the year
| 1917 a board Of directors consisting OF four ~
members, well as president, vice-Presl-
| dent, secretary and a 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 Alvaro Quiroga, OF whom Joseph Samuel
| shall be president; Frank de Latour, wee
| treasurer Failure to elect directors on the
day above specified shall not dissolve the
| corporation, but the directors then in othce
shall remain in office until their successors
are elected and qualified.
Article Wall notices Of stockholders or
board OF directors meetings, including the
annual meeting herein provided for, shall be
held after twenty-four (2+l hours written no
ice shall have been mailed by the secTe-
tary 10 each stakeholder at his last known
place OF residence, and at all stockholders
meetings a majority OF the stock represented
by proxy or otherwise, shall control.
! Article VII.-The names and post ofhc'
| addresses Of the subscribers 20 these articles
| OF incorporation and the statement OF th'
number Of shares Of stock which each agrees
70 take in the corporation are as follows
Joseph Samuel, 327 Poydras street, 80 shares
|, Frank de Latorr. 37 Poydras street, :
, shares; Samuel Goldman, 632 Baronne street
: 80 shares; Alvaro Quiroga, 40 Tchoupitouia
: street, "a shares.
Article VIII.-This charter may be amend
ed. or the corporation may be dissolved an
Inundated by ifty-one per cent (s!%o( vot
: Of the capital stock appearing on the BOOK
Of the company, and in the case OF hquidS
7 t;on- the board Of directors then in ONCE shal
: liquidate the corporation