The herald., 1916-08-24

and agreed, and do by these presents con.
tract and agree and bind and obligate them
selves well all such persons may
become associated with them, 10 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 & de Latour,
Inc, and under its said corporate name II
shall have and enjoy succession for the full
term and period Of ninety-nine (99) years
from and after date hereof and shall have
sued: to accept and receive mortgages. pledges
Or other hypOthecations; to make and use
corporate seal and the same to break and
alter al pleasure; 10 purchase, receive, lease,
| hold or otherwise acquire and convey as
we'll as 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 domIcle
or elsewhere, the interest and convenience
| OF said corporation may require, and to make
and establish as well as to alter and amend
| at pleasure such bylaws, rules and regula
tons for the proper management and regu-
| lation of the affairs OF said corporation as
| may be necessary and proper.
Article 1.-THE domicile of the said cor.
poraton 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, in case
OF his absence, upon of the vice-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 on by il
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 or com.
6inatons thereof, and to do any and all
.la,s 81.
with. well a general commission bust
ness.
Article IV.-The capital stock is hereby
fixed at six thousand dollars ($6,0000O), d.
vided into hundred and twenty C20)
shares of a par value of fifty dollars $4,000
each, whereof fifty per cent (SOc6) 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 or prop
erty received; fifty per cent (S0To) before the
corporation engages in business, and the
naming within twelve (l2) months, de-
termined by the board of directors. Each
share of stock shall be entitled TO one U
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 TO twenty
FIVE thousand dollars (S2S000.00. No stock
holder in this corporation shall dispose of
his holdings or any part thereof without first
offering the same TO the corporation at its
book value. And the corporation shall have
Ject the said offer. Upon the death OF any
stockho older, his stock shall forthwith, al 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 10 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 sum than the
paid balance due on the shares of stock
owned by him, nor shall any mere infor..
maity 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 busi-
ness and affairs managed by a board of d.
rectors consisting of four ca 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 Its
stockholders on the second Monday OF Au-
gust Of each year, beginning in the year
1917, board OF directors consisting Of four 90
members, as well as a president, vice.presi-
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 Quroga, OF whom Joseph Samuel
shall be president; Frank de Latour, vice
president, and Samuel Goldman. secretary
treasurer Failure 10 elect directors on the
day above specified shall not dissolve the
! corporation, but the directors then IN Office
| shall remain in Office until their successors
are elected and qualified.
Article VT-All notices Of stockholders or
| board Of directors meetings, including the
annual meeting herein provided for, shall be
held after twenty-four (24) hours written no
| tee shall have been mailed by the secre-
! tary to each stOckholder at his last known
| place of residence, ard at all stockholders
| meetings a majority Of the stock represented
by proxy or otherwise, shall control
Article VII.-The names and post office
! ADDRESSES Of the subscribers 20 these articles
/ Of Incorporation and the statement % the
| nlu,be- Of shares Of stock which each agrees
70 take IN the corporation are as iol."Nh'
| I1seph samuel, ~ Poyiras street. B s7ares
| Frank dc La;our. ~ Poydfas street, ~
| ,tar-s. Sauusl Go'i~a1, 62 kar7nne street.
! % shares. Aware Quirosa, 40 lehouPiioaia'
sweet. q sharea
I Art-iIs VIII This charter -ay - a-@nf
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