The herald., 1918-03-07
CHARTER
OF "THOS. J. KELLY AND COMPANY.
INCORPORATED"
State. Of Louisiana, Parish of Orleans, City

OF "THOS. J. KELLY AND COMPANY,
INCORPORATED.'
State OF Louisiana, Parish Of Orleans, City
Of New Orleans
BE It known. That on this 2Srd dav OF
the month of January in the year OF our
Lord, one thousand nine hundred and
eighteen, before me, Francis +. Burns, q
notary public IN and for the Parish of Or
leans. State OF Louisiana. duly COMM sslOucd
and qualified, and in the presence OF the
undersigned Witnesses: Personally came and
appeared:
The several persons whose names are here
after subscribed, OF the full age of major
ity, who declared to me, that availng them
selves Of the laws OF this State relative TO
the organization of corporations, and more
especially OF Act POI Of the Acts Of 1919,
page 81, OF the Legislative Acts OF this
State, they have covenanted and agreed, and
by these presents do covenant and agree for
themselves and their successors and assigns
to form themselves into corporation and
body polite for the objects and purposes
and under the stipulatIons hereinafter set
forth to-wit:
Article 1.-The name and title of this cor
poratlon shall be ''ihos. J. Kelly and Com
pany lncorp0rated,' and under such title
it shall have and enjoy succession for
period Of ninety-nine (99) years from date
hereof and shall have power and authority
to contract. sue and be sued, make and use
a corporate seal, the same to break and
alter at pleasure; 10 hold. sell, lease, mort
gage, hypOthecate. or pledge property, real,
/ personal or mixed, necessary, incidental or
/ proper for the carrying on OF its business;
to buy and hold stock in any other COM
/ pany or companies that may assist this COM
/ pany in its objects and purposes; 10 make
/ and issue notes and certificates Of indebted
ness; to name, elect and appoint managers,
directors and clerks other employees to
properly conduct its corporate business and
to make such bylaws, rules and Tegula-
tions as may be found necessary or desir-
able for the management and business ar.
fairs Of this corporation, and generally &c
do every other act, matter or thing necessary
for the complete and proper carrying out Of
said business.
shall be in the City of New Orleans, Parish
of Orleans State OF Louisiana, where al
citation and other legal process shall be
served upon the president, or in the alb
sence OF the president upon either of the
vice-presidents, or in the absence of botf
upon the secretary.
Article 3.-The objects and purposes of thi:
corporation are hereby declared and stated
to be:
To buy, sell; import, export, prepare and
cheese, butter, Western dairy products. eggs
sausage, bacon and other cured and uncured
] meats, table delicacies and any other COM
modities, foods, goods or things, and to do
/ generally wholesale grocers and provisions
merchants business.
Article 4--(al The capital stock of this
One hundred thousand (SlO.OO0OO dollars.
| divided into one thousand q 0OO) shares of
the par value of One hundred $4,000 dol
lars each, provided that the amount to which
the capital stock of this corporation may be
increased shall be Two hundred and fifty
| thousand (S2S0.OO0OO) dollars.
Fifty per cent 5000 of the capital stock
| Of this corporation must be subscribed for
| before the filing Of the articles of incor-
/ poration. The subscribed capital stock of
this corporation shall be payable in cash
and in property, real or personal.
(bl No stockholder shall ever be held
/ liable or responsible for the faults, con-
tracts debts of this corporation in any
| further sum than the unpaid balance due
| the corporation on the shares Of stock sub
/ scribed for by him, nor. shall any mere
| effect of rendering this charter null or of
exposing any shareholder to any liability
/ whatsoever
! (c) This corporation shall not engage in
/ business until Seventy-three thousand (S73,-
00O.00 dollars of the capital stock shall have
/ been issued and actually paid in. either in
cash or property. as aforesaid. If any of
the stock of this corporation is exchanged,
| in whole in part for property, in that
event the provisions of Section three of Act
267 of 1914 shall be strictly complied with.
Article 5.-All the corporate powers of this
corporation shall be vested in and exercised
| by Board of Directors composed of FIVE (5)
! stockholders. each of whom shall own, in
his own right. during his term of office.
at least one full-paid and unpledRed share
of the capital stock, which shall be shown
by his written declaration. Three 90 direc-
tors shall constitute quorum for the trans
action of business. Said Board of Directors
shall be elected annually on the second
Monday in January. beginning with the wear
1919. They, together with the officers elected
by them, shall continue in office for one
year, or until their successors shall have
been elected and indicted into office.
The election of directors shall be held in
the office of the corporation, under the su.
pervision of two commissioners appointed by
the Board Of Directors. Fifteen days pre-
vious notice of such election shall be given
70 each stakeholder by the secretary by
letter. deposited in the post Office properly
addressed 10 each stakeholder as prescribed
by law. All elections shall be by ballot
A majority of the votes cast shall elect and
one vote shall be allowed for each share
represented by the holder in person Or by
/ written proxy. Any vacancy occurring in
said board from any cause shall be filed
for the unexpired term nv the remaining
/ directors. The Board of Directors shall al
their FIRST meeting each year, elect from
their number = president. first vice-presi.
dent. second Independent. treasure
and secretary, the same person may be
elected both secretary and treasurer, or vice
president and secretary or treasurer.
Article 6-The first board Of directors shall
consist of Thos. J. Kelly. 400 Tchoupitoula'
St. New Orleans. Louisiana. Geo. e. KEEL
leher. PIP Cambronne ST.. New Orleans
Louisiana. Geo. F. Ross, 400 Tchoupitoula,
St, New Orleans, Louisiana. Edward Brou
40 Tchoupitoulas St. New Orleans. Louisi
ana. F. d. Segrave, 400 Tchoupitoulas St.
New Orleans, Louisiana. with the SAID
Thos. ]. Kelly, as president. Geo. c. Kelleher
as first vice-president and treasurer. Geo
F. Ross, second vice-presdent and EdwarC
Brou as secretary, and these directors and
officers shall serve until the second Monday
in January 1919, or until their successors
are elected and indicted into Office, pro
vided the secretary shall hold his Office
during the pleasure Of the Board Of Directors
Article This charter NAV be modified
changed, altered or amended, the capita
stock thereof decreased or increased, or this
corporation NAV be dissolved with the as
sent Of two thirds of all it's stock. after
prior notice in writing 70 each stockholder
Or mailed to him at his last known post
Office address in manner and form as pre-
scribed by law.
Article AT the expiration Of this char
ter, or earlier dissolution Of this corporation;
; for any cause, its affairs shall be hquidated