The herald., 1917-05-24
CHARTER

y
Lord. one thousand. nine hundred and sew
catecn, before me, EduJard +. Heu-sques, a
notary public, duly commissioned, sworn
and quahned IN and Tor the par.sn o. O.-
cans, JHy OF New Orleans, state OF LoLI>i-
ana. therein residing, and N the presence
Of s1e Witnesses hereinafter named and
undersigned personally came and aTPeaTei.
= Ihe several persons whose names a.e here
. uu.s subscribed, Who sCyeCaLy declare 'aat,
svAlI!ng themselves OF the laws d the sac
u louisiana, II such cases made and pro
y.ded, they have C9Venan,ei and aS:eed,
and do by these presents covenant and agree
md bird themselves, a. We. - a.! sIth per.
may hereafter become associated
WIts mem, . form d corporation tor the OBJ
leers and purposes and under The articles
ana SiIvuiaIOns following. to-w.t:
Art1clc I-Ihe name Of taIs corporation
,a.li be Rich Bend Dairy Products Com
pany, incorporated and under is said cor
gora's name 1; ena.! AaEe power and az
:houty 10 have and ENJOY corporate exist,
-rce and successor Tor the ful4 term and
period Si Ninety aIne years from and after
the date hereof, 10 contract, 10 sue and DC
sued 70 make and 20 use d corporate sea!
aud the same 10 A.tcr and break ~ pleasure {,
o hold receive, 4aSe, purchase ana convey,
Is we'll a. mortgage and Ayp1thecate prop
sTty, real, persona. and mixed coTpOTe-'
and lncOrpOTeal, 10 nawe and appoint s-cA
managers, agents, directors and OtIfSe-s as
rs business interest and convenience may
. vequITe, and TO MAKE and establish, as We.
Is alter and amend from time 20 TINE sacn
bylaws, rules and regulations for the proper
government oi the affairs OF said CORPORA
non ~S may Be necessary and PTope..
ArIcle 1.-The d2m.c..e OF tins corpora
non shall be me CITY Of Sew Orleans
State On Louisiana, and a. Citations. OF
. other legal process shall Oe served upon me
yresl dent Of sad corporation, or II ne event
OF has absence, upon the wee president anu
N the absence OF oJta OF SAID oince.S, upon
Ne secretary treasurer OF sad corporation.
Article IIL.-IAe objects and purposes to-
winch this corporation IS organized and e.
49, h. hos O..
70 earned on BY i are hereby declared 20 be :
engage the dairy business, and IN the
ale and dIs:rou.i OF DAIRY products, u
Sh-tever character Whatsoever as wen as
70 engage IN such other commercial business
as may be incidental 10 the production Of
milk and rs by products, and 70 generally
deal IN al kinds OF country produce, OoiA
retail and wholesale, and n iGT;AcT.nCc
thereof. 70 buy, lease or acquire sucn zeal
property = may be necessary 20 properly
conduct and prosecute SAID business; the
establishment and maintenance OF factories,
plants or otherwise; and generally 10 do snd
perform ali things pertinent and incident
! and which may be proper and necessary TO
carry cut and execute the objects and puT-
| poses OF this corporation.
/ Article IN-Thc capital stock OF TN. cor
| poratlon IS hereby liked at the sum OF tea
. thousand and UO/lU, tSlu,WCUo) dollars q,
/ vded into and represented by one thousand
/ 4 600, shares OF the par value OF ten ana
| % 400 [lOOO dollars each. said stock
/ shall be paid FOR IN cash, or IN such IN
/ stafnents and q; such time and after suen
notice to subscribers as the board OF diTee.
tors may M, or same may be ISSUED a. not
/ less than par for labor done and services
performed for said corporation, or Tor prop
/ erty or rights actually received by SAID cor
/ poratioa. Five thousand and U/lOO SS,oOn)
! dollar, of the capital stock ha, been sub
! scrIbed 70 the corporation at the time OF inc
| passing Oh this act OF Incorporation, ana
/ ;hi, corporation shall become going con
/ Germ and shall be authorized 20 commence
! business a. soon as twenty-five hundred and
! DU/lOO (S2S0+4D, dollars OF its capital stock
| shall have been paid for, either IN cash OF
for labor done. or services perfoTmea tot
actually transferred TO IL
Article V-The capital stock Of this cor.
| porstioa may De increased 10 the sun OF
| one hundred thousand and m/lU SluUvooJ)
| dollars by a vote OF two-thIrds OF all OF the
| stock at a meeting called for that purpose.
Article Wall the corporate powers 81
/ thi. corporation shall be vested IN and eHer,
| cised by q Board OF Directors, composed OF
three ~ stockholders, two Of whom shs!;
constitute quorum for the transaction OF
business
Thomas II. Elliott. Jr, Edward Nathan and
! Andrew J. Carey shall compose the hrsl
board Of directors OF this corporation. TINS
| first board Of directors shall serve until the
second Monday IN January, 1918, after when
the directors shall be elected annually by
/ the stockholders at a meeting 10 be held
| on tho said second Monday IN January OF
each year Said meeting OF stockholders to
| be preceded by fifteen days notice IN wit
! ing sent 10 each of said stockholders al ms
| or her last known place of residence. Each
| stockholder shall be entitled IN person o.
proxy to vote for every share owned oy
! him or her; all elections shall be held under
such rules and regulations as may De deter
! mined BY the board of directors. The dlrec'
| tors, when elected, shall continue IN ottlce
| for one year and until their successors shall
qualified No failure to elect shall operate
the forfeiture of this charter or any right
under the same. Any vacancy occurring or
said board shall be filled by the remaining
directors for the uneNpired term. lhoma:
H. Elliott, Jr., shall be president; Edward
Nathan, vice-preident, and Andrew J. carey
shall be secretary treasurer OF the hrst ooare
Of directors, to serve until the second Mon
! Article VIIEThe funds of this corpora
ton shall be deposited from time TO TINT
in bank banks 10 be selected by th'
board of directors. All checks, notes or IN
said corporations name shall be counter
signed BY at least two officers OF The cor
poraton No official shall thus sign or en-
dOrse, the name OF the corporation saw
Article VIII-This act OF Incorporation
may be changed modified or AMENDED o
the capital stock increased or decreased o,
and with the consent OF two-thIrds OF all IN
stock.
A change in the objects and purposes ma,
| be made only by vote OF all the stocl
| therefor issued; and an increase OF bAc SaP
itsl stock in excess OF the amount or1glnall,
: named herein as the amount 10 which III
capital stock may be increased, may be mad
BY three-fourths OF all the outstandIn
stock.
This corporation may be dissolved by
vote of two-thrds Of all the stockhol der
at meeting called for that purpose.
Notice Of all meetings referred to IN TIL
article shall be given in the same msnne
as is provided for the giving OF the notice
Of election In case OF dissolution or ter
mination Of this charter, either by llmits
! ton or otherwise, the affairs OF this corpora
zion shall be liQuidated by three liqudators
elected by the stockholders from among thei
own number. each liquidator shall have fuI
| authority 10 settle and wind up the ouslnes
| and affairs of this corporation. The term
| and conditions and the compensation for sue
services shall be fixed al the time OF eiec
ton In case OF the death or other dIss
, bilty Of any Of the hquidators before IN
. inal liquidation OF the affairs OF the cor
! porstiou, the remaining liqridator or lIquI
, dator. shall I'LL said vacancy or vacancies.
Article IX-So stockholder of this corpora
ton shall be held liable or responsible &c
the contracts, defaults debts OF thls csi
poration, nor shall any mere informally G
his organization have the effect of rende'
inr thi. charter null, or of exposing an
stockholders to any liability beyond the ur
/ paid balance due on the stock held by HIN
Article Kin order that this charter ma
also serve as the original subscription Iis
4 the subscribers hereto have written opposii
-, their names the number OF shares subscribe
= for by them
e The subscribers to this corporation. are