The herald., 1916-08-17
CHARTER
OF RICE MILLERS DISTRIBUTING COM
PANN, INC.
United States Of America. State Of Louisi
ana. Parish Of Orleans.

PANN, INC.
United State, Of America. State Of Louisi-
ana. Parish OF Orleans.
Be II known. that on this lst day Of the
month Of August, in the year Of our Lord
one thousand nine hundred and sixteen Gylbi,
before me, Watts h. Leyerlch, notary pub
lie IN and for the parish OF Orleans, State
0t Louisiana, duly commissioned and quail
fed, and in the presence Of the witnesses
hereinafter named and undersigned, person
ally came and appeared the several persons
whose names are hcreuUto subscribed, all
Of the age Of majority, who declared that,
ayaiing themselves Of the provisions Of the
laws OF this State relative to the orgauiza-
zion OF corporations, they hereby form them
selves into and constitute a corporation for
the objects and purposes, and under the stIp-
ulations hereinafter set forth.
Article The name and tile Of this cor
pnratiou shall be Rice Mllers Distributing
Company, Inc, and under IFS corporate name
It shall enjoy succession Tor 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;
10 accept and receive mortgages. pledges or
other hypOthccdtIonS; to make and use
corporate seal and the same 10 break and
alter at pleasure; 10 purchase, receive, lease,
hold, or otherwise acquire and convey, as
well a. mortgage and hyPO;hcCate 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,
ami 10 secure the same by mortgage or 9th
crwisc: - name and appoint such managers
and directors, officers and agents the in
tCrcst 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
agemcnt and regulation OF the affairs OF the
corporation as may be necessary, proper or
convenient.
Article 1.-THE domicle of this corpora
zion shall be in the city OF New Orleans,
and 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 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 third persons rice
and rice by-products Of all kinds.
Article IN.-The capital stock Of this cor
poration is hereby fixed at 1--WE thousand dol
| lars (S5,OJOO0b, 10 be divided into and rep
resented by fifty $50 shares of the par value
Of one hundred $1,000 dollars each, which
shall be paid for ir cash or may be issued
for property actually received by the corpo-
ration at its fair value. This capital stock
may. be increased up TO the sum OF one
hundred thousand (SlOO,OO0OO) dollars
Article N.-All the powers of this corpora
ton shall be vested in and exercised by
| board composed Of not less than three or
| more than five directors, who shall elect
| from their number a president, a ylce-presI-
dent and a secretary treasurer. The FIRST
board OF directors shall be elected immed
ately upon the completion OF this lncorpo-
ration and thereafter the board shall be
| elected annually on the second Monday IN
Nav OF each year. All such elections shall
be by ballot, at the office of the corporation:
Notice Of annual meetings, as well as OF
special meetings of stockholders, shall be
given by written notice mailed ten days IN
advance of the date fixed for such meeting,
10 each stakeholder appearing as such on the
books of the company, AT his last designated
address, or 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 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 I'LL 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 filed. 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 carving on Of the COM
pany's business, and shall have power 10
unite two more OttCeS and 10 confer the
same upon one person, or TO dispense VITA
any office in their discretion, and 10 NIX the
salaries Of all officers, agents and employees.
The board Of directors shall also have power
to make and establish, as well as alter ana
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, 10 borrow
money, execute mortgages, issue notes,
pledges, bonds other obligations, IN such
amounts and on such terms as IN their judg-
urent may be advantageous, and generally
TO do all things reasonably necessary or CON
veuient for the proper carrying on OF the
business of the corporation; and they are
specifically authorized 10 issue and denver
full paid shares OF stock and bonds or oOli-
cations Of the company IN payment OF prop
erty acquired by said c.rporatIon. ma
| iorty 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 meeung may he repre-
| scented by any other director, who may cast
| the vote Of the absent director according 10
the written instructions OF SAID absent d.
Article VI.-This act Of Incorporation may
| be changed, modified amended, or this
| corporation may be dissolved IN the man
ner provided by law, by vote OF two-thiTdsS
of the entire outstanding capital stock OF all
classes present or represented at a general
meeting of the stockholders convened ioT
| such purpose, after a previous notice shall
| have been given in the manner above re.
quired 10 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
| dissolved, either by limitation or from any
other cause, its affairs shall be llquidated Dy
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
1 parity. Said liquidators shall remain in
| office until the affairs of said corporation
shall have been fully settled and liquidated,
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-
datoTs, the vacancy shall be filed 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 stakeholder to any. liability
beyond the amount due on his stock.
Thus done and passed at my office in tn;
/ city of New Orleans, on the day, month and
1 wear first above written, in the presence CT