The herald., 1918-03-21


BE it known, That on this 10Th day of
the month of February, ia the year OF our
Lord one thousand, nine hundred and
eighteen, and of the Independence of the
United States of America, the one hun
+. Fletchinger, a Notary Public, duly COM
dred and forty second; before me, Charles
missioned. sworn and qualified, in and
for the City, Parish and State aforesaid.
therein residing, and in the presence of
the witnesses hereinafter named and I'M
derSigned: Personally came and appeared
the several persons whose names are here
unto subscribed, who severally declared
that, availing themselves of the laws of
the State of Louisiana in such cases made
and provided, and particularly Act No.
26T of the General Assembly of the State
of Louisiana for the year 1914, relative
to the organization of corporations, they
have coyCnanted and agreed and do here
by covenant and agree to form themselves,
as well as such persons as may hereafter
become associated with them or succeed
them, into a corporation for the objects
and purposes and under the following ar
ticleS, tO-wit:
Article 1.-The name of this corporation
shall be "Landaiche Company, Inc, and
as such, shall have succession for ninety
nine years, unless sooner dissolved, and
snail have power TO contract, sue and be
sued; to make and use Il corporate seal.
and the same to alter or break at pleas
ure: to elect and appoint such officers. di-
rectorS and agents as the interests of the
corporation may require; and to make all
necessary bylaws, rules and regulations
for the management of its affairs and the
same to alter and amend at pleasure, and
generally, to exercise all powers that are
conferred or may hereafter be conferred
on corporations of the same kind and
character.
Article 1.-THE domicile of this cor
pOTatiOu shall be i'll the City of
New Orleans, Parish of Orleans. State
OF Louisiana, and all citation or 9th
er legal process shall be served upon the
President, of said corporation and, in the
case of his absence, upon the Vice Presi-
dent, and in cases of the absence of both,
upon the Secretary.
Article II.-The objects and purposes
for which this corporation is organized
and the nature of the business to be car
ried on by it are hereby declared to be:
To plant, cultivate, produce and market
within the State of Louisiana and else
where rice, corn, sugar, farm and planta-
ton products of every nature and descrip-
ton, and to buy, store, sell or otherwise
wholesale or retail.
To hire, lease, purchase, own and oper-.
ate farms and plantations, live stock, ma
chinery, boats, cars and other property
necessary or incidental thereto, and, in
connection Herewith, to establish a gen
eral mercantile and planting business in
the State of Louisiana and elsewhere.
To acquire and hold, by purchase, lease
or otherwise, property, real and personal,
and to sell, lease, mortgage, pledge or
hypOthecate the same; to borrow money,
change and prOmiSsOry notes and issue
bonds; to buy, lease, rent, erect, con-
struct, maintain and operate buildings nee
essary or incidental to the business here
in contemplated
To sell, assign, transfer, mortgage,
pledge or otherwise dispose of bonds or
other securities or shares of capital stock
or any other corporation or corporations,
whether foreign or domestic, to own
in any other corporations and to vote the
same, and generally to do any and all
things incidental or relating to the OBJ
jects aforesaid.
Article IV.-The capital stock of this
corporation is hereby fixed at the sum of
Eighty -one thousand 1881 100000 Dollars,
to be divided into eight hundred and ten
$50 shares of the par value OF One hun
dred dollars each, of which three hun
dred and ninety $500 shares shall be pre-
ferred stock and four hundred and TWEEN
ty (t20) shares shall be common stock,
which shall be payable in cash or its
equivalent at the time of subscription or
may be issued at not less than par in
payment of services rendered or property
actually received by the corporation.
The preferred stock shall be entitled to
preferred dividends at the rate of eight
per cent. per annum on the par value
thereof, to be payable out of the net pro-
fits which may be realized by the cOrpOr
alton, and said dividends shall be cumula-
tive.
No dividends shall be declared on the
common stock unless and until all the
cumulative dividends on the preferred
stock shall have been paid. The holders
of preferred and common stock shall be
vested with the same voting power.
In the event Of the liquidation, for any
reason, of the assets of this corporation,
the holders of Preferred Stock shall be
entitled to be paid in full to the extent
of all unpaid accumulated dividends there
on, together with the par value of their
stock, before any holder of common stock
shall receive any dividend on the same
from the assets in liquidation.
NJ har aino for ra-
ated is specially authorized and empow-
cred to issue all the preferred stock to ].
L. Lanaiche and j. {. lie Bourgeois in
exchange for certain real estate in Iber-
Vile Parish now owned by them, upon
such basis and at such appraisement as
in the judgement of said directors may
be proper.
at any time offer his stock for sale, either
privately or in the open market without
having previously offered to sell such
stock. at the lowest price he is willing to
accept therefor, to the other shareholders
of the Company, by means of written
communication addressed to the President
and the Vice President of the Company,
at the Office of the Company in the City
of New Orleans, in the following manner
to-wit: Such officers upon receipt of such
communication shall at once forthwith in
struct the Secretary to mail within three
addressed to each shareholder of the
Company, stating the number of shares
so offered the price thereof, and call upon
each stakeholder to indicate, in writing,
within three days of the receipt of such
notice, how much of said stock, If any,
he desires to purchase at said price
should the total number of shares which
the various shareholders signify their de-
sire to purchase in reply to such notice
exceed the number of shares offered for
sale, the shares offered shall be distribut-
ed among the prospective purchasers IN
such proportion as the number of shares
that each shareholder signifies his desire
to purchase bears to the total number of
shares for which there are prospective
purchasers; should the number of shares
offered for sale not exceed the number
purchase, the offerer shall be at liberty
to dispose of such excess in such manner
as he shall see fit.
No transfer of stock shall be binding
upon the corporation unless made and re-
corded upon its books.
The amount to which the capital stock
of this corporation may be increased is
hereby fixed at the amount of Two hun
dred thousand Dollars (20OOOO.00).
Article V.-All the powers of this cor
poration shall be vested in and exercised
by a Board of Directors composed of not
less than three nor more than five share
holders and a majority shall constitute a
quorum for the transaction of all bust
ness.
A majority of the Board of Directors
voting at any time, in person or by writ
| ten proxy, shall be required to pass any
resolution or adopt any bylaws. which,
! when so passed or adopted, shall become
valid corporate acts.
The Board of Directors shall be elected
| annually at a general meeting of the
sha reholderS he held the first Mon