The herald. [volume] (New Orleans, La.) 1905-1953, 1917-03-01
CHARTER
OF "TORREI. CEREAL COMPANY, IN
ATEn
CHAR


OF our Lord one thousand nine hundred and
Seventeen, and of the independence OF the
United States Of America, the one hundred
and forty first: before me, Busslere Rouen,
notary public in and for the parish OF Or
leans, State of Louisiana, duly commissioned
sworn and qualified and in the presence
OF the witnesses hereinafter named and un-
dcrSI gned personally came and appeared:
The persons whose names are hereunto sub
sCribed; all Of the full age OF majority and
residents of the city of New Orleans; who
declared that availinR themselves OF the
provisions Of the laws of the State OF Lou
isiana relative to the organization OF cor
pO-atIOuS and more particularly OF Act No.
367 Of the General Assembly Of this St7te;
approved July Q, 1914, they have COvenanted
and agreed. and do, by these presents, GOV
enaut and agree, and bind themselves. To
form and constitute themSelve as well as
such persons may hereafter become asso,
body polite in law. for the objects and pur-
poses, and under the agreements and stlpu-
lationS following. to-wit:'
Article The name and style OF this
corporation shall be "Torrel Cereal Company,
Incorporated" and under that name 1t shall
have and enjoy all the rights, advantages
and privileges granted by law to corpora
tions; it shall exist for the period of ninety.
nine wears from the date hereof; it shall
have power to contract. sue and be sued IN
its corporate name; to make and use cor
pOrate seal and TO break and alter same al
pleasure: to hold, receive, purchase, convey
lease mortgage hypothecate or pledge prop,
ertys both real and personal; to sign and
issue bonds notes and other obligations or
negotiable instruments; to have and employ
such managers. directors, officers agents and
other employees as the interest and conve-
nence Of the said corporation may require
or demand and TO dismiss them at pleasure;
to make and establish such bylaws, rules
and regulations for the corporate manage
ment and control of the affairs OF the corpo-
rationaas may be deemed necessary and expe-
dent.
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-pTeSi-
dent: and in the absence OF both upon the
secretary-treasurer.
Article III.-The object and purposes tor
which this corporation is formed and Inc
nature of the business 70 be carried on by
il, are hereby declared to be: The manutac-
ture and sale of cereals, cereal foods, coftee
filters and compounds, chicory and artihclai
chicory; roasting of coftees, cereals, elc.'
and to that end to use any necessary ma
chinery, tools, appliances, etc, and 10 90
anv other business incidental TO, or needful
/ in carrying out the foregoing purposes
Article IV.-The capital stock of this cor,
noration is fixed at the sum of five thousand
| dollars (SSUAOO), divided into nifty loO1
shares OF one hundred dollars each $4,000
! each) All shares of stock shall be full paid
No transfer OF stock shall be binding
| upon the corporation, unless made upon us
| books, and all certificates Of stock shall be
signed by such officers as may be designated
/ by the board of directors.
| This corporation shall have the right to
! increase its capital stock up to the turtheI
sum Of twenty-five thousand dollars (SZS,UOi
20 be divided into shares OF one hundred
dollars each; provided said increase in the
capital stock shall have been authorized by
the stockholders at a meeting TO be helo
pursuant to the provisions OF Article oeV
hRTICTF VNAil the corporate powers
! of this corporation shall be vested an anC
| the management and control of its affair:
composed of four "a stockholders. major
ity of the directors shall constitute a quo
rum for the transaction of all business.
The directors shall be elected annually by
| ballot bv the stockholders at meeting held
/ on the second Monday in March, beginning
with the year 1918 Each stakeholder shal
be entitled, in person or by proxy, TO Vott
for every share owned by him, and at al
he necessary to elect. Said elections shall
be held under such rules and regulations as
may be determined by the board OF direc
tors, after fifteen days notice by man o
stakeholder at his last known address.
The directors thus elected shall continut
in Office for one year Except the first board
hereafter mentioned) or until their success
! sors shall have been duly elected and quail
fed No failure to elect shall be regarded
as a forfeiture of this charter,
ANY vacancy occurring on said board shal
be filled by the remaining directors tor tn
unexpired term; the said board shall like
wise elect at its first meeting, after II
election, out of its number president,
ce-president and a secretary-treasurer ant
an assistant secretary treasurer, who shal
also be manager. Said board of directors
shall have the right to consolidate any tw
Of the said Offices into one, or 10 segregau
said offices, as, also the right to apPGln
and dismiss such clerks, managers and othe
employees of the corporation as CONDITION
NAV Justify or the business of the corpo
ration may require. The tenure of office o
ali the employees of the corporation shall b
at the pleasure of the board of directors.
ANY of the directors or officers shall nav
the right to appoint, in writing, anothe
director stakeholder to act as his prox
and in his stead at any and all meetings 0
the board of directors.
Article Vino stakeholder shall ever b
held liable or responsible for the CONTRACT;
| faults or debts of this corporation, nor shal
any mere informality in its organizatio
have the effect of rendering this charte
| null, or of exposing a stockholder 10 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 col
! | poration may be dissolved, with the asser
of the stockholders owning two-thirds OF a
| the stock of the corporation, at a genera
meeting convened for that purpose, and afte
at least ten days written notice OF the sal
meeting shall have been given through ma
, | addresses to each Stockholder al MS Ids
. | known place of residence. In case OF dfssC
luton by the expiration of this charter, c
otherwise the stockholders shall elect, froi
among their number, three liquidators to i
ouidate and settle the business and affair
? of the corporation. In case of death or dl:
ability of any one of the said commissioners
! or liquidators, the survivors or remalnln
, liquidators shall appoint successor
him. The said liquidators shall have fu
power to settle said company's debts an
, divide the remaining money and propert
among the stockholders. They shall ais
have power to meet and act under the BY
. laws of the corporation and under regul;
r tions to be made by majority OF said liqu
dators; to fix the price and prescribe tn
, terms of sale of the property and the mamie
in which the sale shall be made, and tax
notes and bonds, secured by. mortgage q
otherwise, for part of the purchase price &c
all or any part of the said property; pro
; vided, however, that the rights herein cor
ferred upon the liquidators may be modified
, changed or denied by a majority of tn
shares of the capital stock of the corpora
ton. The said liquidators shall have author
ity TO sue for, and recover the debts an
. property in the name of the corporation, an
may be sued by the same name, and the
shall be liable in solido TO any creditor {
. stakeholder for the moneys and property
! the corporation which shall come to thei
hands or possession as liquidators and fc
the proper application and Distribute
thereof
Article VIII.-Five thousand dollars (s5
: 10000 have been subscribed to the capt.;
stock of this corporation, as follows: Charlie
Gustave Durel, 1928 prsulines avenue, Ne
. Orleans, "a shares; Anthony Joseph TORI