The herald. [volume] (New Orleans, La.) 1905-1953, 1918-08-01
CHARTER

! issue shares of its capital stock; 10 iOn %
consolidate with and enter into agreement
and cooperative relations not in COntrayen
ton OF law. with any person or persons
firms, associations or corporations, govern
mental municipal or otherwise in and abOu
the carrying on and accomplishment Of al
or any OF the purposes OF the Company; L
carry out all OF the objects and purpose
hereinafter set out; u name and appoint
such managers and directors officers aul
agent5- as the interest and convenience Of
said corporation may require and to make
and establish, as well as alter and amend
at pleasure, such bylaws. rules and regula
tons for the management and regulation OF
the affairs Of the corporation as may be
| necessary, proper or convenient.
ARTICLE 1.-The d5micie Of this cor.
poratIon shall be in the Parish OF Orleans
State OF Louisiana, and all citations or Other
legal process shall be served upon any OF
the Officers Of the corporation.
| ARTICLE HI.-The objects and purposes
for which this corporation i organized, and
the nature of the business to be carried on
! by II, are hereby declared to be: to buy.
| sell and deal in all sorts of cotton and cot
| ton products cotton bagging and cotton ties,
! on commission, and as agent or outright. at
| any point or points within the United
! States or abroad; for export or other domes
| tic purposes: TO carry on business in the
| | uted States, or elsewhere, as factors,
| agents, commission merchants. or merchants,
| in all sorts of cotton, cotton products. cotton
! bagglng and ties, and in all sorts of agri-
| cultural products and commodities and SID
acquire and hold. sell, cucumber or dispose
| Of stocks and bonds OF other companies 10
the extent permitted by law; to hold stock
N other companies: to exchange its entire
capital stock, or any par thereof, for prop
erty which II Is authorized to acquire, or
TO exchange its entire assets and business,
or any part thereof for property, stocks.
| bonds or other obligations OF other compau-
A acts pr
things as may be necessary, proper con
venient for the accomplishment Of any of
the foregoing objects and purposes.
ARTICLE IN.-The capital stock OF this
corporation is hereby fixed at the sum of
Fifty Thousand Dollars (S5OG0OW. divided
into Five Hundred 500 shares of the par
value Of One Hundred Dollars $4,000 per
share. The amount Of the stock may be in
creased TO Five Hundred Thousand Dollars
tS5OOO0O0. The whole any portion of
said stock shall be-psid for in cash. or it
may be issued and delivered to any person,
firm or corporation for the acquisition of
the rights, privileges property owned or
controlled by such person, firm or corpora
ton. for the fair value thereof as appraised
| by the Board OF Directors; and the Board
| OF Directors hereinafter created is specially
authorized to issue and dispose Of the stock
at not less than the par value, for any and
| all purposes as in its Judgment may seem
| fair and proper.
ARTICLE V.-AlI the powers Of this cor
poration shall be vested in and exercised by
a Board composed of not tless than five
| 80, nor more than seven % directors (The
precise number Of directors within said limit
shall be fixed by the vote of the Stockhold-
ers at the annual meeting, or at a special
meeting called for that purpose.) Said Board
OF Directors shall be elected annually by
ballot. at a stockholders meeting called for
that purpose on the second Monday in July
of each year. Tor the next legal day, If that
be a holiday after due motive given to the
stockholders by mail, at least fifteen days
before the date OF said meeting. Each hold
er Of stock shall be entitled to one vote
for each share Of stock standing in his name
on the books OF the company, said vote to
be cast in person or by proxy and the ma
JOrity OF the votes cast shall elect The
Board Of Directors shall have the power to
ill all vacancies which may occur or in any
manner arise or be created on the Board.
even though quorum remain at the time
such vacancies are to be filled. Failure to
elect directors on the day above specified
shall not dissolve the corporation. but the
directors then in office shall remain in Of
flee until their successors are elected and
qualify. The BOARD shall elect from their
number 4 President, 4 Nice-Presdent,
General Manager a Secretary and a Treas
urer; provided that the Board may dispense
with any Of said officers, may combine
any Of them. or may eecte such other off
GERS (who need not be members of the Board.
or stockholders think proper or convent
ent for the carrying on of the Company's
business, and they shall fix the salaries of
meeting of the Board of Directors. any d-
rector absent from the meeting may be rep
resented by any other director. who may
cast the vote of the absent director accord
ing to the written instructions. either gen
eral or special, OF said absent director. The
Board Of Directors shall have authority to
make and establish, we'll as alter and
amend, all bylaws, rules and regulations
necessary and proper for the support and
management of the business and affairs of
the corporation and not inconsistent with this
charter; and they shall have power to
thorize the borrowing OF money and the IS
suance OF notes and the execution OF mort
cages and pledges, and generally to do all
things necessary convenient for the proper
carrying on of the business the corpora
ton.
Until the general meeting of the, stock;
holders for election of directors to be held
on the second Monday of July, 1919, or until
their duly qualified successors are elected
and installed the Board of Directors shall
be composed of Norman Mayer, address 800
Gravier Street, New Orleans, La; Chas. E.
Levy, address $50 Gravier Street, New Or
leans. La; Albert s. England. address $50
Gravier Street, New Orleans, La; Simon ].
Shlenker, address $50 Gravier Street, New
Orleans, La; NJ. James Levy. address $50
Gravier Street, New Orleans, La; Monroe
Scheuer. address $50 Gravier Street. New Or
leans, La and T. S. Adams, address Mus
kogee. Okla. OF these Albert S. England
shall be President; Simon ]. Shenker. Vice
President; T. s. Adams. General Manager
and NJ James Levy. Secretary and Treasurer.
ARTICLE VL-This act of Incorporation
may be changed, modified or amended. or the
corporation dissolved. by vote of twothirds
of the entire capital stock present or repre-
scented at a general meeting of the stock
holders convened for such purpose, after pre-
vious notice shall have been given in the
manner above required to be given of the
annual meeting of the corporation.
ARTICLE VILE This corporation shall
be dissolved, either by limitation or from
any other cause, its affairs shall be liqui-
dated by three commissioners to be appaint-
ed at the meeting of stockholders convened
for the purpose of liquidation, and to be
elected by the vote of all the stockholders
voting upon a parity. Said hqudators shall
remain in office until the affairs of the cor
poration shall have been fully settled and
liquidated, and they shall have full power
and authority TO transfer and give title to
all the property and assets Of the corporation
and to distribute the proceeds. In case of
death. disability resignation of or
more liquidators, the vacancy shall be filled
by the survivor survivors.
ARTICLE NIII.-No stakeholder shall ever
be held liable or responsible for the con-
| tracts or faults of said corporation in any
| further sum- than the unpaid balance due
on the shares of stock owned by him, nor
| shall any mere nformality in organization
have the effect of rendering this charter null