The herald., 1916-08-31

and agreed. and do by these presents con.
tract and agree and bind and obligate them
selves as well all such persons as may
become associated with them, to form them
selves into and constitute corporation and
body polite in law for the objects and MIR
poses and under the conditions and stipula-
tons OF the articles following, to-wit:
Article 1.-The name and title of the said
corporation shall be Samuel & de Latour
Inc, and under its said corporate name it
shall have and enjoy succession for the full
term and period of ninety nine 1917 years
from and after date hereof. and shall have
pswer and authority 10 contract, sue and be
sued; to accept and receive mortgages, pledges
or otner hypothecations; TO make and
corporate seal and the same to break and
alter at pleasure; to purchase, receive, lease
hold, or otherwise acquire and convey as
well as mortgage and hypothecate under its
corporate name. property. both real and per-
SonaI or mixed; to name and appoint such
managers and directors, officers and agents.
and establish branch Offices at its doncile
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 rega-
may be necessary and proper.
Article 1.-THE domjcile of the said cor
pOration shall be at New Orleans, parish of
Orleans, State or Louisiana, and all citations
or other legal process shall be served upon
OF his absence, upon one OF the vice-pres-
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 10 be carried on by it
are hereby declared TO be; to carry on and
conduct the business of wholesale merchants
dealers in poultry products, and all other
soever, including their by-products or com
binatons thereof, and 10 do any and all
business incident thereto or connected there
with. as well as general commission bust
ness.
Article IV-The capital stock is hereby
fixed at six thousand dollars $4,000, d.
vided into hundred and twenty Q20
shares OF par value of fifty dollars 5000
each, whereof fifty per cent 5000 shall be
subscribed and pSid TO before the filing of
these articles of Incorporation. All stock sub
scribed for shall be paid for in cash or prop
erty received; nifty per cent (So9o) before the
corporation engages in business, and the re-
naming within twelve Q2) months, as de-
termined by the board of directors. Each
share of stock shall be entitled to one "a
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 (s25OOO.OO. 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 Q0) days within which to accept or re-
ject the said Offer Upon 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 to any and all heirs
after the same has been offered to and re-
fused by the corporation.
No stockholder shall be held liable or re-
spOnsble for the contracts or faults of said
corporation in any further sum than the un-
paid balance due on the shares Of stock
owned by him, nor shall any mere infor- |
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 busi- |
ness and affairs managed by a board OF d. |
rectors. consisting of four ga 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 |
poraton 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 preSl- |
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 be president; Frank de Latour, vice
president, and Samuel Goldman, secretly |
treasurer. Failure TO elect directors on the |
day above specified shall not dissolve the /
but the directors then in Office /
shall remain in office until their successors |
are elected and qualified.
Article VI.-All 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 |
tice shall have been mailed by the seere- |
tary to each stockholder 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 office |
addresses OF the subscribers 10 these articles !
of Incorporation and the statement Of the |
number Of shares of stock which each agrees
TO take in the corporation are as follows:
Joseph Samuel, 327 Poydras street, 80 shares;
Frank de Latour, 3H Poydras street, ~
shares; Samuel Goldman, 652 Baronne street,
50 shares; Alvaro Quiroga, 40 Tchoupitoulas
street, q shares.
Article VIII-This charter may be amend.
ed, or the corporation may be dissolved and
liquidzted by hfty-one per cent (Sl1o) vote
OF the capith stock appearing on the books
of the company, and in the case OF liquida-
ton, the board of directors then in office shall
liquidate the corporation.
. r.