The herald., 1916-08-24
CHARTER

CHARTER
! OF RICE MILLERS DISTRIBUTING COM
! PANY, INC.
! United States Of America, State of Iousi.
ana, Parish OF Orleans
| BE it known, that on this lst day OF the
! month OF August. in the year OF our Lord
one thousand nine hundred and sixteen lgl6l
| lie II and for the parish of Orleans, State
| OF Louisiana, duly commissioned and quail
ned, and III the presence OF the witnesses
hereinafter named and Undersigned, person
ally came and appeared the several persons
whose names are hereuntO subscribed, all
OF the age OF majority, who declared that.
avalllng themselves OF the provisions Of the
laws OF this State relative TO the organize
ton Of corporations, they hereby form them
selves into and constitute corporation for
the objects and purposes, and under the slip
uIduOrS hereinafter set forth.
Article 1.-The name and title Of this cor
poratiOn shall be Rice MillerS Distributing
Company, Inc, and under its corporate name
It shall enjoy succession for the full term
and period OF ninety-nine years from and
after the date hereof, and shall have power
and authority 10 contract, sue and be sued
20 accept and receive mortgages, pledges or
other hypotheCations; TO make and a
corporate seal and the same 70 break and
alter at pleasure; to purchase, receive. lease.
hold, or otherwise acquire and convey, as
well as mortgage and hypo;hecate under its
corporate name, property both real and per-
sonal and mixed; 10 borrow money and make
and issue bonds and other evidences of debt,
ana 10 secure the same by mortgage or 9TH
erwise; 10 name and appoint such managers
and directors, officers and agents the in
terest and convenience OF said corporation
may require; and to make and establish, as
well as alter and amend at pleasure, such
bylaws, rules and regulations for the man
agement and regulation OF the affairs OF the
FRr he Nr
convenient.
Article 1.-The domicile of this corpora
tion shall be in the city of New Orleans,
ard all citations or other legal process shall
be served upon the president of the corpora
ton, or in his absence, upon the vice-presi-
dent.
Article III-The objects and purposes for
which this corporation is established, and the
nature OF She business to be carried on by
il. are declared and specified 10 be: To buy,
sell and deal in, brokers, agents, COM
mission merchants, principals or otherwise,
for. account OF itself or third persons rice
and rice by-products of all kinds.
Article IN.-The capital stock of this cor.
poration is hereby fixed at five thousand dol
lars (S50oOO0, to be divided into and rep,
resented by fifty $50 shares of the par value
of one hundred $4,000 dollars each, which
shall be paid for in cash may be issued
for property actually received by the corpo-
ration, at its fair value. This capital stock
hundred thousand (SlOO,OO0OO) dollars.
Article V-All the powers of this corporaI
tion shall be vested in and exercised by a
board composed of not less than three or
more than five directors, who shall elect
from their number president, yice-presi-
dent and secretary-treaSurer. The FIRST
board of directors shall be elected immedi-
ration and thereafter the board shall be
elected annually on the second Monday in
May Of each year. All such elections shall
be by ballot, at the Office of the corporation.
.arAn II
special meetings of stockholders, shall be
given by written notice mailed ten days in
advance of the date hxed for such meeting,
to each stakeholder appearing as such on the
books of the company, at his last designated
address, at the General Delivery at New
Orleans, if he has not designated an ad-
dress. Each shareholder shall be entitled
to one vote for each share of stock standing
in his name on the books Of the company,
said vote to be cast in person or by proxy,
and the majority of votes cast shall elect.
The board of directors shall have the power
to till all vacancies which may occur on the
board, and to bring the board up to its max
imum number under the charter, even though
no quorum remain at the time such vacancies
are to be filled. Failure TO elect directors
on the day above specified shall not dissolve
the corporation, but the directors then in
office shall remain in office until their sue
cessOrs are elected. The directors may elect
such other officers as they deem necessary or
convenient for the carrying on OF the COM
unite two OF more Offices and to confer the
same upon one person, or to dispense with
any office in their discretion, and to TX the
salaries of all officers, agents and employees.
to make and establish, as well as alter and
amend, all bylaws, rules and regulations
necessary and proper for the direction and
management OF the affairs and business of
the corporation and not inconsistent with its
charter The board shall have power, with
out referring to the stockholders, to borrow
money, execute mortgages, issue notes,
pledges, bonds or other obligations, in such
amounts and on such terms as in their judg
ment may be advantageous, and generally
to do all things reasonably necessary or con-
venient for the proper carrying on OF the
business of the corporation; and they are
specifically authorized TO issue and deliver
full-paid shares of stock and bonds or obli-
cations of the company IN payment OF prop
erty acquired by said corporation. A ma
jority of the directors shall constitute quo
rum for the transaction of business. At any
meeting of the board of directors, any dlrec-
tor absent from the meeting may be repre-
sented by any other director, who may cast
the vote of the absent director according 10
the written instructions of said absent d.
rector.
Article VI.-This act of Incorporation may
be changed, modified or amended, or this
corporation may be dissolved in the man
ner provided by law, by vote OF two-thirds
of the entire outstanding capital stock OF all
classes present represented at a general
meeting of the stockholders convened Tor
such purpose. after a previous notice shall
have been given in the manner above re-
CURED TO be given Of the annual meeting of
the corporation. The capital stock Of the
corporation may be increased or decreased
by proceedings in accordance with the laws
Of the State Of Louisiana.
Article VILE this corporation shall be
either by limitation or from any
other cause, its affairs shall be liquidated by
three commissioners, to be appointed at the
meeting of stockholders convened for the
purpose of liquidation, and to be elected by
the vote of all the stockholders voting upon
a parity. Said liquidators shall remain in
shall have been fully settled and liquidated,
10 transfer and give title to all the property
butte the proceeds. In case of death, disa-
oility or resignation of one or more liqui-
iators, the vacancy shall be filled by the
survivor or survivors.
Article VIII.-No stakeholder shall ever
be held liable or responsible for the con-
tracts or faults of said corporation in any
further sum than the unpaid balance due on
the shares of stock owned by him, nor shall
any mere informality in organization have
The effect of rendering this charter null, or
IF exposing any stakeholder to any liability
beyond the amount due on his stock.
Thus done and passed at my ofice IN the
,ity Of New Orleans, on the day. month and
year FIRST above written, N the presence OF