The herald. [volume] (New Orleans, La.) 1905-1953, 1916-09-07
CHARTER
OF RICE MILLERS DISTRIBUTING COM.
PANY, INC.

CHARTER
OF RICE MILLERS DISTRIBUTING COM
PANN, INC.
United States Of America, State Of Louisi
ana, Parish OF Orleans.
BE it known, that on this Ist day of the
month OF August, in the year OF our Lo1l
bSipre me. Watts X. Leverch, a notary pub.
lic IN and for the parish Of Orleans, State
81 louisiana, duly commissioned and quail
'ed, and in 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,
dydlIlng themselves Of the provisions OF the
laws 4 thu, State relative to the orgauiZa-
ZION of corporations, they hereby form them
selves into and constitute a corporation for
| the objects and purposes, asd under the stip-
! ulauons hereinafter set forth.
| Article Tile name and title Of this cor
| pura;lon shall be Rice Millers Distributing
! Company, Inc. and under It's corporate name
II shall enjoy succession Tor the full term
/ and period OF nluety-uIue years from and
! after the date hereof, and shall have power
! and authority 10 contract, sue and be sued
| To accept and receive mortgages pledges or
! other hypothecations; 10 make and use a
| corporate seal ard the same 10 break and
/ alter 1T pleasure; to purchase, receive. lease
! mold or otherwise acquire and convey, as
/ well a. mortgage and hypothecatC under its
| corporate name, property both real and per-
| spual and mixed; to borrow money and make
! nd issue bonds and other evidences Of debt,
| ami 20 secure the same by mortgage or 9TH
! crwlsc; to name and appoint such managers
! and directors, officers and agents the in
! tcrest 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 Tor the man
agemeut and regulation Of the affairs of the
corporation as may be necessary, proper or
Article 1.-THE domicile Of this corpora
| ton shall be in the city Of New Orleans,
and all citations or other legal process shall
| be served upon the president OF the corpora
dent.
Article III-The objects and purposes for
which this corporation is established, and the
nature Of the business TO be carried on by
It, are declared and specified to be: To buy,
sell and deal IN, as brokers, agents, COM
mission merchants, principals or otherwise,
for account of itself or third persons rice
and rice by.pr0ducts Of all kinds.
Article lN.-Ihe capital stock of this cor
poration IS hereby fixed at hve thousand dol
lars lS5OUOOl, to be divided into and rep
resented by fifty 800 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 CslOO,OOOO dollars.
Article N;-Al the powers OF this corpora
ton shall be vested in and exercised by a
more than five directors, who shall elect
from their number a president, a vice -presi-
dent and secretary-treasurer. The first
board Of directors shall be elected immedi-
ately upon the completion OF this ncorpo-
ration and thereafter the board shall be
elected annually the second Monday in
May OF each year. All such elections shall
be by ballot, at the office of the corporation.
Notice of annual meetings, as well of
special meetings of stockholders, shall be
given by written notice mailed ten days in
advance Of the date fixed Tor 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 vote for each share of stock standing |
in his name on the books OF the company, J
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 NIL all vacancies which may occur on the |
board, and TO bring the board up to its max |
mum number under the charter, even though |
no quorum remain at the time such vacancies |
are to be filled. Failure to elect directors I
on the day above specified shall not dissolve
the corporation, but the directors then in !
cessors are elected. The directors may elect |
such other officers as they deem necessary or |
for the carrying on Of the COM
pany's business, and shall have power TO /
unite two more offices and to confer the |
same upon one person, or to dispense with
any office in their discretion, and TO fix the
salaries Of all officers, agents and employees.
The board of directors shall also have power
to make and establish, as well as alter and
amend, all bylaws, rules and regulations
necessary and proper for the direction and
OF the affairs and business OF
the corporation and not inconsistent with its
charter The board shall have power, with
out referring 10 the stockholders, TO borrow
money, execute mortgages, issue notes,
pledges, bonds or other obligations, in such
amounts and 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
specifically authorized 10 issue and deliver
full paid shares Of stock and bonds or obi
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 direc-
tor absent from the meeting may be repre-
scented by any other director, who may cast
the vote of the absent director according TO
the written instructions of said absent d.
rector.
Article VI-This act of Incorporation may
be changed, modified or amended, or :his
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 or represented at general
meeting Of the stockholders convened for
such purpose. after a previous notice shall
have been given in the manner above re-
lured to be given of the annual meeting of
the corporation. The capital stock OF the
may he increased or decreased
by proceedings in accordance with the laws
Of the State of Louisiana.
Article VILE this corporation shall be
d ssolved, either by limitation or from any
other cause, its affairs shall be liquidated by
three commissioners, 10 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 liqudators shall remain in
office until the affairs of said corporation
shall have been fully settled and Equidated,
and they shall have full power and authority
to transfer and give title to all the property
and assets Of the corporation, and TO distri-
butte the proceeds. In case of death, disa-
bility or resignation of one or more liqui-
iatoTs, 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
Of exposing any stockholder to any liability
beyond the amount due on his stock.
Thus done and passed at my Office in the
city of New Orleans, on the day, month and
year first above written, in the presence Of