The herald., 1918-04-11
CHARTER

ate and lease railroads, tram-ways, steam
| vessels sailing vessels or any nature Of wa
| ter-craft that may be necessary in connec-
ton With its business, and to operate, sell or
lease same; to engage in or conduct general
mercantile business, both wholesale ana
| retail, at any point or points desired, ana
| to operate. buy, sell or lease same; TO
| manufacture machinery or any kind OF
implements; to conduct, buy, sell, lease
deal IN the EasnE of Or
| deal in same; and to operate own or
| lease any kind of manufacturing plant or
business, not specially prohibited by law
| to act as Agent or Attorney Intact for
/ individuals or corporations. and as such
| to conduct any kind of business for per-
sons or corporations, and buy and sell on
| commission or otherwise, and conduct a
| general commission business; and gener-
ally to do and perform any and all acts
or business not contrary 10 Ihe laws OF
| the State Of Louisiana; and all the rights
| herein granted may be exercised, and Dus-
| mess conducted, at any place or places
| that the said Company may see mt so TO
do, without any restrictions Whatever as
! TO States or Counties.
| Article IV-The capital stock of this
CORPORATION is hereby fixed at the sum of
| 81 900. 10000, divided into 10000 shares OF
$4,000 each, which said stock shall be
paid for in cash or its equivalent, at such
| time and in such manner as the Board OF
| Directors may determine, or may be Is
| sued at par in payment of property actu-
ally purchased and such stock so issued
shall he fun pdlu ana non -dSSessdDle. All
in conformity with and under the restric-
tions of the presently existing corporate
laws of Louisiana.
This corporation shall be authorized to
commence business and be a going con-
Germ as soon as SJ0O,OOOOO of its capital
stock is subscribed and paid for. The
balance Of the authorized capital stock re-
naming in the Treasury Of the Corpora
ton may be issued at not less than par
from time to time as the Board OF Direc-
tors may determine.
The shares of stock shall be transfer
able only on the books of the corporation
and no tronSfer of stock shall be binding
or have any effect on this corporation.
unless and until made upon its books.
The capital stock OF this corporation
may be increased up to an amount of ST.
JOO,OOO.0O by vote of twO-thirdS of all OF
the outstanding stock at meeting of the
stockholders called for that purpose in
the same manner as provided for the
| meeting to elect Directors.
Article N.-All of the corporate powers
of said corporation shall be vested in and
exercised by Board Of Directors com
posed of not less than three nor more
| than five stockholders. Said Directors
shall be elected annually on the third
Monday in January, in each year at
general stockholders meeting, except the
| tirst Board, appointed in this Charter,
who shall hold their offices until the third
| Monday in January, 1919.
| All such elections shall be held by bal
| lot and conducted at the Office OF the cor
pOration. Notice of such meeting and of
| all other stockholders meetings shall be
| given in the manner prescribed by law,
and when not so prescribed, then written
| notice of such meetings shall be deposit
ed, at least fifteen (15) days prior to the
date of such meeting. in the post office
of the City of New Orleans. addressed TO
each stakeholder at his last known resi-
dence or place of business.
| At all such elections and at all corpor-
| ate meetings every stakeholder shall be
entitled to one % vote for each share of
lctna So in ha :
Of the Corporation, to be cast by him in
person or by his written proxy, and a
majority of the votes cast shall elect.
| Any vacancy occurring among the direc-
tors by death, resignation or otherwise,
| shall be filled by election for the unex-
pired term by the remaining directors.
A failure to elect directors on the day
above specified shall not dissolve the cor
poration nor impair its corporate exist
ence or management, but the directors
then in office shall remain in office until
their successors are elected and qualified.
The Board of Directors shall elect a
President, and one or more, not to ex-
coed four Vice Presidents, and Secre-
ltary-Treasurer. The President and Vice
Presidents shall be stockholders and Di-
| rectors of the Corporation, but the Secre-
| tary- Treasurer may or may not be a Di-
rector or stockhslder, at the discretion
of the Board of Directors. The number
| stockholders at each annual meeting, and
the number OF Presidents shall be
determined each year by the Board of Di-
| rectOrs.
The Board Of Directors shall have pow
er and authority to appoint such agents,
managers. officers and other employees
necessary in their judgment to conduct
the business of the Corporation, and TO
give to such agents, managers, officers
and other employees such authority as
they may deem necessary for the purposes
and business of the corporation. The Board
shall have the power to fix the compensa-
tions and define the duties of every officer
and employee and all agents, managers,
officers and other employees who shall
hold Office and employment at the pleas
ure of said Board.
The Board may make and establish, as
well as alter and amend, any and all by
laws, rules and regulations necessary and
proper in its judgment for the conduct,
support and management of the business
and affairs of said corporation. At all
meetings of the Board of Directors each
director shall have the right to appoint a
proxy to act in his place and stead, the
person so appointed need not be Direc-
tor but must be a stakeholder.
The Board shall have full power and
authority to borrow money, execute mort
cages and create liens; to issue bonds
notes and other obligations and to secure
the same by mortgage, pledge or other
wise; and, generally to do any and all
things reasonable, convenient and neces-
sary for the proper carrying on Of the
, business and affairs of said corporation.
The first Board OF Directors shall be
composed of Anthony Wizard, Walter B
, Chilean, Buckner Chipley, W. Allen Hood
and Anthony Wizard, Jr., whose present
addresses are set opposite their respec-
tive names to the subscription to the cap
ital stock of this corporation. The Board
! of Directors shall at its first meeting elect
the officers Of this Corporation, in accord
with the terms of this Charter.
. Article VI-Whenever this corporation
shall be dissolved, either by limitation oil
from any other cause, its affairs shall bt
liauidated by three commissioners to bt
appointed from amongst the stockholders
at a general meeting of the stockholders
convened for such purpose; two-thirds In
amount of the capital stock of said cor
poration represented at said meeting shall
be requisite to elect. Said commissioners
shall remain in Office until the affairs OF
said corporation shall have been fully IL
quidated. In case of the death of one OIL
more of the commissioners, the vacancy
or vacancies shall be filed by election by
the surviving commissioners. Said CON-
missioners shall have all powers con-
ferred upon them by law or by the stock
holders at such meeting, IL not inconsist-
ent with law.
) Article VII.-This act of incorporation
may be changed, modified or amended OF
the capital stock of the corporation may
be increased or decreased, or said corpor-
alton may be dissolved, in the manner
provided by law.
Article VIII-No stockholders shall ev-
er be held liable or responsible for the
contracts, faults. or debts of said corpor-
alton in any further ssm than the unpaid
balance due the corporation on the shares
of stock owned by him nor shall mere in
formality in organization have the effect
of rendering this charter null or of eX-
posing a stakeholder to any liability be-
yond the unpaid amount, If any remain
|.