The herald., 1917-12-27
CHARTER.

ton commonly carried on or undertaken by
merchants, commission men, factors, importers
and manufacturers agents, and in the
| course of such business TO draw, indorse,
acquire and sell all any negotiable or
! transferable instruments and securities.
! Section 8: To do a general commission
merchants and selling agents business; to
buy, SELL and otherwise dispose or, hold,
| own, manufacture, produce, export and i'm
port, and deal in, either as principal or
| agent, and upon commits sion or otherwise, all
kinds of personal property whatsoever, with
out limit TO the amount; to make and
enter into all kinds of contracts, agreements
and obligations by or with any person or
persons, corporation or corporations for the
purchasing, acquiring, manufacturing, repair
ing and selling and dealing in OF any arti-
cles OF personal property of any kind or
nature whatsoever, and generally with full
power to perform any and all acts connected
herewith arising therefrom incidental
| thereto, and all acts proper necessary for
| the purposes of the business.
Section 7: To own, lease, acquire or oper-
ate public warehouse or warehouses for
storing and caring for such commodities as
| may be handled.
| Section s: To borrow money and TO pledge,
mortgage or hypothecate property therefor.
| and to loan money security otherwise.
In fact to do all things necessary or Incl
dental to carrying on a general brokerage
business as herein contemplated.
Article IV.-The authorized capital stock
of this corporation is hereby declared to be
the of Twenty Thousand Dollars (S20.-
0O000), which capital stock may be increased
in the manner provided by law, to the sum
OF One Hundred Thousand Dollars $780,.
OOOO). The presently authorized stock OF
this corporation shall be represented by two
hundred 600 shares of the par value of One
Hundred Dollars $4,000 each. The said
capital stock shall be represented by certi-
Gates and shall be personal property. No
transfer of said stock shall be binding upon
this corporation unless made in accordance
with its charter and bylaws and recorded
on the books thereof
/ The capital stock of this corporation shall
be fully paid and worcestershire when is
sued, and shall be issued only for labor
done or for property actually received
for cash to be paid at such times and in such
amounts and after such notice as may be
determined by the Board of Directors.
Article N-All the powers OF this corpo-
ration shall be vested in and exercised by
a Board of three 90 Directors, each of whom
| shall hold. in his own name, at least one
Cd share of stock. Said Board of Directors
shall be elected annually on the second
Tuesday OF January OF each year, the first
election to be held in the year 1919 All
such elections shall be by ballot at the Office
of the corporation, under the supervision of
one comm ssioner to be appointed by the
board of directors and in the absence OF any
commissioner the President shall have power
to ell the place by appointment Notice of
| all such elections, as well as of all meet
| ings OF stockholders except for the purpose
| OF liquidation or dissolution or as otherwise
required by law, shall be given fifteen Q5)
days prior thereto by mailing to each stock
| holder VINO appears such on the books
| of the corporation at his last designated ad-
| dress or at the general delivery at New
Orleans, II he has not designated an ad-
dress, an announcement stating the time, the
| place and object of the meeting. Each stock
| holder shall be entitled to one vote for each
share of stock standing in his name on the
Of ha -.
or by proxy, and a majority of the vote cast
| shall elect. The board of directors shall have
power 10 NIL all vacancies that may occur
| IN the Board. 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 and qualified. The Board
| OF Directors at their first meeting following
| each annual election shall elect from their
| number a President, a Vice-Presideat and
| Secretary-Treasurer and such other officers
| as the Board of Directors shall deem necessary.
The Board shall have power in its discre-
ton TO unite two or more Offices, and the
same to confer upon one person, and shall
| have power to FIX the salaries of all officers
| and all such other officers and employees as
| they deem necessary. The Board of Direc-
! tors shall have power to make and establish
| as well as alter and amend, all bylaws, rules
and regulations necessary and proper for
the support and management of the business
and ahaifs OF said corporation, not incon-
A majority of the directors shall constitute
| a quorum for the transaction of any bust
ness. AT any meeting of the board, any
director absent FROM the meeting may be
represented by any other director, who may
cast the vote Of said absent director according
to the written instructions of said absent
director. The board of directors shall have
the power, by. vote of not less than
majority thereof, to sell, lease, mortgage, by
bond mortgage, or otherwise, or to pledge
and and all of the property, movable or
immovable belonging to the corporation or to
receive in exchange therefor, moner or stocks
or bonds or other = 'igations of another
corporation without referring to the share
holders for the power to do so; and they
may also purchase for stock in this coporation
or Tor cash, or any of the purposes of this
corporation, without authority of the share
holders.
Until the next general meeting to be held
under this charter on the second Tuesday in
January, 1919, or, until their duly qualified
successors are elected and installed, the
board of directors shall be composed of:
CHARLIE p. Sims, whose post-office address
IS Adeline, La; William F. Giles, whose
post-office address is Adeline, La: Edith
v Gammell, whose address is sol Canal Bank
Bldg, New Orleans, Louisiana, with Chailie
r. Sims as President, William F. Giles as
viee-President and Edith v. Gammell as
secretary Treasurer.
Article VI-This charter may be amended,
| ed, and the capital stock of this corporation
| may be increased or decreased, or this cor
poration may be dissolved in the method
and manner provided by law.
Article VII.-No stakeholder of this cor
poration shall ever be held liable or respon-
sible for the contracts or faults of this
corporation in any further sum than the
unpaid balance on the stock for which he
has subscribed, nor shall any mere infor-
maiity. IN organization have the effect of
| rendering this charter null or of exposing
provided.
| Article 'VIII-Whenever this corporation
shall be dissolved, whether by limitation or
from any other cause, the affairs thereof
shall be lquidated by three ~ stockhold
ers to be elected and qualified in the man.
ner provided by law. And they shall con-
tinue in office until the affairs of this
corporation shall have been fully settled and
liquidated. In case of the death of one of
the hquidators or his refusal or inability to
serve. the remaining liquidators may fill the
vacancy from out the stockholders or NAV
themselves proceed with all power and au-
thority vested in the full membership