The herald., 1917-03-08
CHARTER
Oh ARIER
OF "TORREL CEREAL COY
EnDnnD ATEn -

and forty ur>t; before me, buss.t.t NeLt"'
A notary public in and for the parish OF Or.
leans, State of Louisiana, duly comm ssloncd
sworn and qualified, and IN the presence
of the witnesses hereinafter named ana IN
der,igued, personally came and appeared:
The persons whose name, are hereuntp SUB
scribcd; all Of the full age Of majority and
residents of the city OF New Orleans; VINO
declared that, availlng themselves OF the
provisions OF the laws OF the State OF Lou
isiana relative to the organization OF cor
porations and more particularly of Act No.
267 of the General Assembly OF this State,
approved July 9. 1914, they have covenantcd
and agreed, and do, by these presents Gov
cuant and agree, and bind themselves, 70
form and constitute themselves, as well as
such persons as may hereafter become aSso-
cIated with them, INTO COOPERATION anu
body polite in law. for the objects and pur-
poses and under the agreements and Stpu-
latiOns following. tO-wlt:
Article 1.-The name and style OF this
corporation shall be "TorTel Cereal Company,
Incorporated" and under that name 1t shall
have and enjoy all the rights, advantages
md PRIVILEGES granted by law 10 corpora
tions; il shall exist for the period OF ninety.
nine years from the date hereof; II shaI!
have power to contract, sue and be sued IN
its corporate name; TO make and use a cor
porate seal and to break and alter same al
pleasure: to hold, receive, purchase, convey
lease, mortgage, hypothecate or pledge prop,
erty, both real and personal; to sign ana
issue bonds notes and other obligations or
negotiable instruments; to have and employ
such managers, directors, officers, agents ana
other employees as the interest and cOnye-
nence OF the said corporation may require
mr. demand and to dismiss them al pleasure
to make and establish such bylaws, rules
and regulations for the corporate manage
ment and control Of the affairs OF the corpo-
ration as may be deemed necessary and eXpe-
dent.
Article 1.-THE domicile of the said cor.
poration shall be established in the city OF
New Orleans, Louisiana, and all citations
or other legal process shall be served on the
president: in his absence on the vlce-pTesl'
dent; and in the absence OF both upon the
secre'ary-treasurer.
Article IT.-The object and purposes for
which this corporation is formed and me
nature Of the business TO be carried on by
il, are hereby declared to be: The manufac
ture and sale of cereals, cereal foods, cotet
filters and compounds, chIcory and artlhcla
chcory; roasting Of coftees, cereals, etc.
and to that end to any necessary ma
chinery. tools, appliances, etc, and TO d.
any other business incidental to, or needtu
in carrying out the foregoing purposes.
Article IN.-'The capital stock OF TINS cor
poration is fixed at the sum of five thous anc
dollars iS5U0OO, divided into fifty $50
shares of one hundred dollars. each IslOl0
eachl. All shares OF stock shall be tull palC
and worcestershire. ;,
upon the corporation, unless made upon It:
books, and all certificates of stock shall b'
signed by such officers as may be designated
by the board of directors.
This corporation shall have the right Il
increase its capital stock up to the turthe'
sum Of twenty-five thousand dollars (S25,OOO
TO be divided into shares of one hundred
dollars each; provided said increase in tn
capital stock shall have been authorized BY
the stockholders at a meeting TO be hel'
pursuant to the provisions OF Article Sew
enth of this charter.
ARTICLE V.-All the corporate power
of this corporation shall be vested in ant
I'D III
shall be exercised by board OF director
composed of four "a stockholders. A major
| ity of the directors shall constitute a quo
| rum for the transaction Of all business.
The directors shall be elected annually b,
! ballot, by the stockholders at meeting hell
on the second Monday in March, beginning
with the year 1918. Each stakeholder shall
be entitled, in person or by proxy, 70 vol
elections a majority of the votes cast shall
| be necessary to elect. Said elections shall
be held under such rules and regulations a
may be determined by the board Of direc
such election shall have. been sent to eac
stockholder at his last known address.
| The directors thus elected shall continu
in Office for one year Except the first boar
sors shall have been duly elected and quail
| fed No failure to elect shall be regarde
as a forfeiture of this charter,
Any vacancy occurring on SAID board shai
/
| unexpired term; the said board shall like
wise elect at its first meeting, after 1t
election out Of its number a president,
vice-president and secretary-treasurer an
| an assistant secretary treasurer, who shal
also be manager. Said board of director
| shall have the right to consolidate any tw
Of the said Offices into one, or to segregat
said offices, as also the right to appoin
employees of the corporation as condition
may Justify or the business of the corpC
ration may require: The tenure OF ONCE {
all the employees of the. corporation shall 0
at the pleasure of the board of directors.
ANY of the directors or officers shall hav
the right to appoint, in writing, anothe
director or stakeholder to act as his prox
and in his stead at any and all meetings
the board of directors.
Article Vino stakeholder shall ever
held liable or responsible for the contract
faults or debts of this corporation, nor sha
any mere informality in its organizatio
null, or of exposing a stockholder to an
liability beyond any balance due on tn
shares owned by him.
Article VII-This act of Incorporation ma
be changed modified or altered, or this Co
poration may be dissolved, with the asser
Of the Stockholders owning two-thirds of a
the stock OF the corporation, at a generi
meeting convened for that purpose, and aftt
at least ten days written notice OF the sal
meeting shall have been given through ma
known place of residence. In case of diss'
luton by the expiration of this charter,
otherwise, the stockholders shall elect, fro
among their number, three liquidators to !
quidate and settle the business and affair
CT the corporation. In case of death or di
ability of any one of the said commissioner
or liqudators, the survivors or remainir
liquidators shall appoint a successor
him. The said liqudators shall have fu
power to settle said company's debts an
divide the remaining money and propert
among the stockholders. They shall al:
have power to meet and act under the b!
laws of the corporation and under regul
tions to be made by majority of said llqu
dators; to fix the price and prescribe ii
terms of sale of the property and the mann'
notes and bonds, secured by. mortgage {
otherwise, for part of the purchase price Il
all or any part of the said property; pr
vided, however, that the rights herein col
ferred upon the liquidators may be modhe,
changed or, denied by a majority OF Il
ton. The said liquidators shall have autho
ity to sue for, and recover the debts ar
property in the name of the corporation, ar
| may be sued by the same name, and the
shall be liable in solido to any creditor
| stakeholder for the moneys and property
hands or possession as liquidators and +
the proper application and Distribute
thereof.
Article VIIL-Five thousand dollars Is:
OOO.OO have been subscribed 10 the capt.
stock of this corporation, as follows: Charl
Gustave Durel, 1928 Ursulines avenue, Ne
Orleans, "A shares; Anthony Joseph TORI
22s7 Bayou Road, New Orleans, "a share
Armand Schexnaydre, IA Kerlerec stree
New Orleans, l share; Gilbert Jean Durt
1875 N. Dorgenois street, New Orleans,
share.