The herald., 1916-08-31
CHARTER
pu ruE SIMPLEX FLOUR COMPANY
nc

Is, IL, snowr. chat On this ,he Pad day ,
p, . NTH ~ August, IN the year o. uNT Lon
.r- trr,-a-t. a4nr bundled and sixteen
before nc. Henry G.prgc Mccall, nntn1'
uln.I, q rs epmm gucd aud qualified, ID
and fur the PARISH nj Orleans, State u Lou
rsiaua aforesaid, and IN the presen.e Oh 'H
vf-rr--,- hereinafter named and under
signed. personally came and appeared I'M
--yt-al Tcr-Y0s whose names are h'ftHiv
.,,lt-.rfh,t who scyUrdlly declared that, avail
inc tarusclyr, Of the la,s Oi HE state
rg4.-.ar.a. an! especially The laws relative
go corporations, ihcy have coycnantcN dn'
agreed t1 bind. form and constitute them
-,I,r- and 10 hereby biuI, form and C"nsil
fg,r themselves. As well as all such othc
rr.-,a. As may hereafter JOIN or become as
-lria,cd with them. into corporation an'
nsdy polite in law. for the objects and puF
irr.r- and under the articles. agreements ane
-rlprilliUns following, iO-wit;
Article The namc and title OF said cor
.ynratI,a shall be Simplex Flour Company
Inc and under that name a. shall exist toi
he tuI term and period 81 ninety nine
wear. from this DAY, ard shall have power
L. contract, sue and be sued. to make and
r,r a corporate seal, and the same to alter
Of break At pleasure, To- hold, receive, lease
purchase, sell and convey, as well a mort
gage, hypotheCate and pledge property, wheth'
c. real personal or mixed, corporedl or m
,o-pUrcal; 20 name and appoint such mana
gers, directors, officers, agents ana other en-
ployycs a. its interest, and convenience may
require. - make ana tNldpilSlt - VIZ "'
alter and amend, from time to time, such by
laws. rules and regulations as may be nee
c,sary and expedlent Tor the proper govern
weut OF the affairs OF SAID cOrpoTdtion; 10
conduct business in this state, other states,
the federal districts, the territories and pos
sessions OF the United States, and IN foreign
countries; to hold stock IN other corpora
tons; and 70 issue ats stock Tor c9pital STOCK
IN other corporations: and It shall have and
enjoy all the rights. advantages and Drlvi-
lcges granted by law to corporations.
Article 1.-THE domicile of said corpora
tion Is hereby fixed in the CITY of New Or
leans. State OF Louisiana, and all citations
and other legal process shall be served upon
the president OF said corporation, or, IN ms
absence, upon its secretary.
Article III.-The objects and purposes for
which said corporation II organized, and the
nature Of the business to be carried on by II
are hereby declared to be: To mix, blend and
compound flour with other ingredients, into
products suitable Tor making bread, biscuit
pastry, etc; TO manufacture baking powders
and pow deTs used in making bread, biscuit,
pastry and other articles OF food; also, to
manufacture other food products, articles OF
food and articles used IN making foods and
food products; 10 prepare, mix, blend and
compound ingredients for use IN making arti-
cles of food and food products; to sell the
articles and products thus made and manu-
featured; to make all such purchases as may
Ice necessary and expedient for such manu-
facturc, blending and compounding; to &C
uuire and own formulas, recipes, processes,
methods, patents, patent rights and licenses
pertaining to such matters; to operate under
the same; 10 license others to operate under
such processes, patents, licenses, etc; and TO
do all such acts and things as are or may be
pertinent TO said business and to carrying
out such objects.
Article IV.-The capital stock of said cor
poration is hereby fixed at the sum OF nifty
thousand dollars, divided into and repre-
scented by one thousand shares OF the par
value of fifty dollars, each, SIXTY shares to
be preferred stock and nine hundred and
forty shares to be common stock, which STOCK
shall be issued only for cash, except as
herein provided. The board OF directors
shall have power TO issue full paid shares OF
stock AZ par for labor done. or property or
rights actually received by the corporation,
or for capital stock in other corporations.
Nipo hundred and forty shares of the com.
mon stock of said company, all full paid and
worcestershire, have been and are subscribed
for BY the undersigned, Mrs. Marie Louise
Jones, wife of the undersigned, James L.
SPOTS, and shall be issued to her, as the
price Of land and in exchange for the sole and
exclusive right TO use, in the United States
of America, her formulas and recipes for
making the products known as Simplex Bis
cult Flour, Simplex Pastry Flour and Sim;
pick Baking Powder, with the processes and
methods by which the same are made, blend.
ed and compounded. together with any and
all improvements thereon which said Mrs.
SpOttS may invent or deviSe-tnlS corporation,
its assigns, successors and legal representa-.
tives, 20 have and hold said rights in full
ownership, in said United States, with the
right TO sell or dispose OF all or part Of the
same and to apply for, obtain and own pat
en,s therefor in said United States of Amer
lea; which said rights, recipes, formulas, pro.
cesses and methods, in and for said United
States. are valued and appraised by the di.
rectors OF this corporation at the sum OF
forty seven thousand dollars.
for he ranital stock
OF said corporation shall be payable at such
times and in such amounts as may be liked
by the board of directors.
Any holder Of preferred stock may at any
time -eonvert the same, share for share, into
common stock; but no stock once converted
into common stock shall be again changed
or converted into preferred stock. The cor
Poration shall have the right at any time to
convert said preferred stock into common
stock by paying at any dividend date, in sd-
dition TO accrued dividends, the sum of fifty
dollars on each share of preferred stock, to
the owner thereof, and issuing to said owner
for each share OF preferred stock, on surren-
der OF the same, one share Of common stock,
that each holder Of preferred shares, on
surrendering the same, will receive certificates
for the same number OF common shares, to-
gether with nifty dollars on each share OF
prefsrred stock surrendered for conversion
into common stock.
/. II said preferred stock be converted into
Nromuon stock by this corporation. as above
provided, and if any holder of preferred stock
DVshould fail TO surrender his preferred shares
Z for cancellation and conversion, then this
corporation shall deposit said sum of fifty
dollars share in National bank doing
business in the city of New Orleans TO the
credit and at the risk of the holder of such
preferred stock, and from and after the date
of such deposit, said preferred shares shall
stand and rank common shares, and the
owner thereof shall have only such rights as
belong 10 the owner of common stock; but
neither the amount so deposited nor any
dividend shall be paid on said stock until the
certificate for preferred shares be surren-
dered in exchange for certificate for COM
mon shares.
On July !, 1917 and every six months there.
after, the board of directors shall take from
the profits of. the company amount to be
used in paying a dividend to the stockhold-
ers, which amount may be all or part of the
profits, as said board shall see At. and shall
divide and distribute said amount as follows:
I. There shall be taken from said amount
the sum necessary to pay a dividend upon
the preferred stock at the rate of ten per
cent per annum.
?. From the remainder of said amount
there shall then be taken the sum necessary
To pay dividend on the common stock at the
rate OF eight per cent per annum; and
). After deduction of the foregoing, the
remainder OF said amount shall be distribut-
and share alike, preferred and common stock
being the same basis.
The corporation shall have the right to in
crease its capital stock from time to time
until said capital stock be FIVE hundred thou
sand dollars.
When the corporation shall be liquidated,
WG 1a lwA "a H.. Il IL.