The herald., 1918-04-04
CHARTER

mercantile business. bOth wholesale ana
retail at any point or points desired. and
20 operate buy. sell or lease sane; 70
manufacture machinery or any KIND OF
implements: to conduct, buy. sell. lease
or deal in agricultural property to en-,
gage in the raising OF live stock. or TO
deal in same: and to operate, own or
lease any kind Of manufacturing plant or
business. not specially prohibited uy law
20 act as Agent or Attorney intact loE
individuals or corporations. and a sucA
70 conduct any kind OF business Tor per
sons or corporations, and buy and sell on
com ~ iSsiOu or otherwise. and conduct
general commission business. and gener-
ally TO do and perform any and all acts
or business not contrary 10 the laws OF
the State Of Louisiana. and all the rights
herein granted may b. exercised ana bus-
mess conducted. at any place or places
that the said Company may see nj 80 to
DO. without any restrictions whatever as
10 States or Counties.
Article IV-The capital stock OF this
corporation Is hereby liked at the sum Of
8 90 0VyU0. divided into 1000 shares OF
$1,000 each. which said stock shall be
paid for in cash or its equivalent. al such
time and ia such manner as the Board OF
Directors may determine. or may De Is
sued al par in payment OF property actu-
ally purchased and such stock 50 issued
shall be full paid and worcestershire. All
in conformity with and under the re>tric-
tious OF The presently existing corporate
laws Of Louisiana.
This corporation shall be authorized 10
commence business and D. gong con
Germ a. soon a. 100000 Of it capital
stock i 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 70 time a. the Board Of Direc-
tors may determine.
In. shares OF stock shall be- transfer
able only on the books OF the corporation
and no trOnSfeT OF stock shall he binding
or have any effect on this corporation,
mil. nd -
The capital stock Of this corporation
may be inCrea sed up 10 an amount OF 81
JoupO.OO by vote OF two-thlrdS OF all OF
III, outstanding stock at meeting OF the
stockholders called for that purpose in
the same manner as provided for the
meeting TO elect Directors.
Article Y.-All of the corporate powers
OF said corporation shall b. vested in and
exercised by q Board Of Directors COM
posed of not less than three nor more
than nye stockholders. said Directors
shall be elected annually on the third
I Monday in January, in each year at a
| general stockholders meeting, except the
I irst 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
I 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 De deposit
ed at least fifteen (ljj days prior 10 the
dat" of such meeting. in the post office
| of the City OF New Orleans. addressed q
| 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 bt
| entitled 10 one % vote for each share OF
| stock standing in his name on the book:
| Of the Corporation. to he cast by him In
person or by his written proxy. and s
| majority of the votes cast shall elect.
AM rrir arNn
tors by death. resignation or otherwise
| shall be filled by election for the uneX
| pired term by the remaining directors.
| failure TO elect directors on the day
| above specified shall not dissolve the cor
pOration nor impair lis corporate exist
| ence or management. but the director:
then in Office shall remain in Office unit
their successors are elected and qualified
The Board of Directors shall elect 4
President, and one or more. not to eN'
coed four NIce-PreSidentS. and Secre-
tary-Treasurer. The President and Vice
| Presidents shall be stockholders and hi
| rectOrs OF the Corporation. but the Secre
tary- Treasurer may or may not be a hi
| rector or stakeholder. at the discretion
| of the Board OF Directors. The number
| of Directors shall be determined by tbs
| stockholders at each annual meeting. and
the number of Vice Presidents shall b.
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 employ -;
necessary in their judgment TO conduc
the business OF the Corporation, and q
give TO such agents, managers. officer
and other employees such authority al
they may deem necessary for the purposes
and business of the corporation. The BoarC
shall have the power TO fX the CompenSa
tons and define the duties Of every Office
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. a
well as alter and amend, any and all by
laws. rules and regulations necessary AM
proper in its Judgment for the conduct
support and management of the bushes
and affairs of said corporation. At al
meetings of the Board Of Directors eacl
director shall have the right to appoint
proxy to act in his place and stead. tn
person so appointed need not be Direc
tor but must be a stakeholder.
The Board shall have full power an
! authority to borrow money, execute mort
cages and create liens: to issue bonds
notes and other obligations and to secur
the same by mortgage, pledge or other
wise; and, generally to do any and a.
things reasonable, convenient and neces
, sary for the proper carrying on of tn
business and affairs of said corporation.
The first Board of Directors shall b
composed of Anthony Wizard, Walter
Chilean, Buekner Chipley, w; Allen Hoo
and Anthony Wizard, Jr, whose presen
addresses are set opposite their respec
tive names to the subscription TO the cap
ltal stock of this corporation. The Boar
of Directors shall at its first meeting elec
the officers OF this Corporation, in accor
with the terms of this Charter.
Article VI.-Wheneyer this corporation
shall be dissolved, either by Limitation o
from any other cause. its affairs shall b
liQuidated by three commissioners to b
appointed from amongst the stockholder
at q general meeting of the stakeholder
convened for such purpose; two-thirds Il
amount Of the capital stock of said cor
poration represented at said meeting shal
be requisite to elect. Said commissioner
shall remain in Office until the affairs o
said corporation shall have been fully Ii
Quidated. In case of the death of one o
or vacancies shall be filled by election b.
the surviving commissioners. Said com
mfssioners 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 o
the capital stock of the corporation ma
be increased or decreased, or said corpor
alton may be dissolved, in the name
provided by law.
Article VIII-No stockholders shall ev
er be held liable or responsible for tn
contracts. faults. or debts of said cOrpor
| alton in any further Ssm than the unpai
balance due the corporation on the share
Of stock owned by him nor shall mere in
fOrmality in organization have the efec
of rendering this charter null or of ex
, posing a stakeholder to any liability be
, yond the unpaid amount, IL any remain
ing. due on his stock.
Article IX.-In order that the charte
may serve as the original subscriptio
, list Of this corporation the subscriber
hereto have written opposite their name
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