The herald., 1917-04-19
CHARTER

Orleans
BE II known. that on thi, eleventh day
IF the month Of April, I'm .lc yaer Of our
Lord, one thousand, nine hundred and sew
rutccu, before me, Edu'ard +. llenTqUtN' d
notary public, duly commissioned sworn
and qualified in and tor The PARISH on W
leans CIty Di New Orleans, State OF LouIsi-
ana, therein residing, and IN the presence
81 the witnesses hereinafter named ana
unders igned personally came ana appca'td
The several persons whose names are mere
INTO subscribed. who sCVcTaNy declare indi
availing themselves OF the laws OF the State
OF Louisiana, IN such cases made ana pro
yldcd, they have Covenanted and agreed
and do by these presents covenant and agree
and bind themselves well as all such per,
sons as may hereafter become associated
with them, to form a corporation for the Oh
Jects and purposes and under the articles
and stipulatIons following, to-wit.
Article THE name OF this corporation
shall be Rich Bend Dairy Products Com
pany. incorporated and under ITS SAID cor
porate name it shall have power and au-
thorIty TO have and ENJOY corporate exist
enCe and succession for the full term and'
period OF nnety-nine years from and after
the date hereof; TO contract, 10 sue and De
sued, 10 make and to use corporate seal
and the same to alter and break at pleasure;
to hold, receive, lase, purchase and convey,
well as mortgage and hypothecate prop,
erty, real personal and mixed, cOrporeal
and inCOrpOreal; to name and appoint such
managers, agents, directors and officers as
its business interest and convenience may
require, ana TO make ana GSldDllSl, dS well
As alter and amend from time to time such
bylaws, rules and regulations for the proper
government Of the affairs OF said corpora
ton as may De necessary and proper
Article 1.-THE dOmIcile OF this corpora
ton shall be in the City OF New Orleans,
State OF Louisiana, and all citations or
other legal process shall be served upon the
president of said corporation, Or IN the event
Of his absence, upon the vice president, and
in the absence of both OF SAID OtlCers, upon
the secretary treasurer OF said corporation.
Article llI.-The objects and purposes for
which this corporation Is organized and eS-
tablished and the nature of the business to
be carried on by II are hereby declared to be:
TO engage in the dairy business, and IN the
sale and distribution of dairy products, OF
whatever character Whatsoever; as well as
10 engage in such other commercial business
as may be incidental to the production OF
milk and its by products, and to generally
deal in all kinds of country produce, both
retail and wholesale, and in furtherance
thereof, TO buy, lease acquire such real
property may be necessary TO properly
conduct and prosecute said business; IN the
establishment and maintenance OF factories,
plants otherwise; and generally to do and
perform all things pertinent and incident
and which may be proper and necessary to
carry out and execute the objects and pur-
poses of this corporation.
Article IN.-The capital stock of this
poration is hereby fixed at the sum OF ten
thousand and O0/l0O, (SlOOOOOO) dollars di-
vlded into and represented by one thousand
u,OOOJ, shares of the par value of ten and
70 100, 1000 dollars each. Said stock
shall be paid for in cash, or in such in
stallments and at such time and after such
notice 10 subscribers as the board OF dlrec-
tors may fix, or same may be issued at not
less than par for labor done and services
performed for said corporation, for prop
erty or rights actually received by said cor
poration. Five thousand and % 100 ($5,OOOOO)
dollars of the capital stock has been sub
scribed TO the corporation at the time of the
passing OF this act OF Incorporation, and
his hall
Germ and shall be authorized to commence
business as soon as twenty-five hundred and
00/l0O ($2,OO.44), dollars OF its capital stock
: shall have been paid for either in cash or
Stpr labor done, services performed for
pa corporation, for property or rights
ttually transferred to it.
Article N.-The capital stock of this cor
poration may be increased to the sum of
one hundred thousand and OO/lOO (SlO0,OOOOO
dollars by vote OF two-thirds of all of the
stock at meeting called for that purpose
Article Vial the corporate powers Of
TINS corporation shall be vested in and exer-
clsed by a Board of Directors, composed of
three 80 stockholders, two of whom shall
constitute quorum for the transaction of
Thomas II. Elliott, Jr., Edward Nathan and
Andrew J. Carey shall compose the first
board Of directors of this corporation. This
hrst board of directors shall serve until the
second Monday in January, 1918, after which
the directors shall be elected annually by
the stockholders at a meeting TO be held
on the said second Monday in January OF
each year. Said meeting of stockholders to
be preceded by fifteen days notice in writ
ing sent 10 each of said stockholders at his
or her last known place OF residence Each
stakeholder shall be entitled in person or
proxy 10 vote for every share owned by
him or her; all elections shall be held under
such rules and regulations as may be deter
mined by the board of directors. The direc-
tors, when elected, shall continue in Office
tor one year and until their successors shall
have been duly elected, and shall have been
qualihed. No failure to elect shall operate
the forfeiture Of this charter or any right
said board shall be filled by the remaining
directors tor the unexpired term. Thomas
h. Elliott. Jr., shall be president; Edward
Nathan, vice-preident, and Andrew ]. Carey
% directors. to serve until the second Mon
day IN January, 1918
Article VII-The funds of this corpora.
ton shall be deposited from time to time
board of directors. All checks. notes or in
Struments drawn or executed or issued in
SAID corporations name shall be counter
signed by at least two officers OF the cor
poranon. No official shall thus sign or en-
dorse the name of the corporatiou save
strictly IN IT'S concerns.
Article Nlll-This act of Incorporation
may be changed. modified or amended or
the capital stock increased or decreased by
stock.
- Change IN the objects and purposes nav
De made only by vote of all the stock
therefor issued; and an increase of the cap
ltal stock IN excess Of the amount originally |
named herein as the amount TO which the |
capital stock may be increased NAV be made
by three-tourths Of all the outstanding |
stock
This corporation may be dissolved bv 4 |
vote of two-thlrdS of all the stockholders |
at meeting called for that purpose.
Notice of all meetings referred TO in this
article shall be given in the same manner
as IS provided for the giving of the notices |
OF election. In case OF dissolution or ter.
mination of this charter, either by limita-
ton or otherwise. the affairs Of this CORPORA
ton shall be liquidated by three hquidators.
elected by the stockholders from among their
own number, each liquidator shall have fulI |
TO settle and wind up the business
and affairs of this corporation. The terms
and conditions and the compensation for such
services shall be fixed at the time of cleo
tion' In case of the death or other disa- |
oihty OF any Of the lQudators before the
hhaI liquidation OF the affairs OF the cor.
Potatlon; the remaining liquidator or liqui.
ua,oTs sh3il NIL SAID vacancy or vacancies.
Article lN.-No stakeholder of this CORPORA
non shall be held liable or responsible for
the contracts, defaults or debts of this cor
poration, nor shall any mere informality of