The herald., 1918-09-12

States OF America, the one hundred and
forty-second,
Before me, John Marshall Quiniero, No
tary Public, duly commissioned and quail.
fed in and for this City and the Parish Of
Orleans. therein residing, and IN the pres
ence Of the witnesses hereinafter named
and undersigned, personally came and dD-
neared the persons whose names are here
INTO subscribed who declared that avail
ing themselves OF the provisions Of the laws
OF the State, relative to the organization OF
corporations. and more particularly Acc No.
267 OF the General Assembly Of this State, ap-
proved July y, 1914. they have coveuau,cd
and agreed and do, by these presents, cove
nant and agree, bind, form and constitute
themselves, as well such persons as may
hereafter join or become associated WIKI them.
into corporation and body polite IN Law.
for the objects and purposes and under the
agreements and stpulations following. to-
wit:
ARTICLE THE name and style Of this
corporation shall be Pan-AmcriCan Export
crs, Inc, and under that name. II shall have
and enjoy all the rights, privileges and ad
yautages granted by law to corporations; u
shall exist for the period Of nInety-nine
years from this date; it shall have the
power TO contract, sue and be sued IN its
corporate name: TO make and use a corporate
seal: and the same 10 break or alter at
pleasure; TO hold, receive, purchase, Guilt
vate, improve, convey, mortgage, hypothc-
cate or pledge property, both real and per
sonal; to issue bonds, notes and other Obli-
cations or negotiable instruments. To- have
and employ such managers, directors, Officers,
agents and other employees as the interest
and convenience OF said corporation may re-
quirc or demand; TO make and establish
such laws, rules and regulations for the cor
porate management and control OF the al
fairs OF the corporation as may be deemed
necessary and expedient.
ARTICLE 1.-THE domicile Of said corp1-
ration shall be established IN the City Of
New Orleans, State of Louisiana, and all
citations and other legal process shall be
served on the president; in his absence on
the Secretary; and in the absence OF both, on
the Treasurer.
ARTICLE III.-The objects and purposes
for which this corporation Is oragnized and
the nature Of the business to be carried on
by it are hereby declared TO be: To buy,
sell and deal in general merchandise Of
every kind and character and to do gen
eral mercantile business, including that OF
buying and selling on commission either Tor
itself or others. and to do a general import
ing and exporting business with the United
States Europe, Mexico and South and Cen
tral America and 20 that end, to own property
OF every kind and character whatsoever as
may be deemed necessary IN the discretion
Of the stockholders, and TO do any and all
character Of business which may be ger
name or incidental to a mercantile business.
ARTICLE IN.-The capital stock Of this
corporation Is fixed at the sum Of One
Hundred thousand (SlOOO000l, divided into
Of One Hundred Dollars $4,000 each. All
shares Of stock shall be full paid and nom
assessahle. and shall be paid for in cash or
in property taken over by the corporation.
No transfer Of stock shall be binding upon
the corporation unless made upon its books.
and all certificates OF stock shall be signed
by such officers as may be designated by the
Board Of Directors.
This corporation shall have the right to
increase its capital stock to the further sum
Of Two Hundred Thousand Dollars $500
OGOp0), to be divided into shares OF One
Hundred Dollars $4,000 each, provided
said increase in the capital stock shall have
been authorized by the stockholders at
meeting 10 be held pursuant to the provisions
Of Article V. of this charter.
ARTICLE N.-All the corporate powers Of
the company shall be vested IN, and the
and control OF its affairs shall
be exercised by a Board Of Directors COM
posed Of three stockholders, a majority OF
whom shall constitute a quorum for the trans
action Of all business. The Directors shall
BE elected annually by ballot on the fifteenth
day OF February in each year. Each stock
holder shall be entitled. in person or by
proxy, to one vote for each share of stock
owned by him, and all elections shall be
held under such rules and regulations as
TORS, after fifteen days notice by mail OF
such election shall have been sent to each
stakeholder at his last known address. The
DirecOrs thus elected shall continue in office
lot O1t year. OF until tnclr successors snail
have been duly elected and qualified. No
Failure to elect shall be regarded as a for
fixture Of this charter. Any vacancy occur
ring on said Board shall be filled by the
The said Board SHALL at the first meeting
after its election, nominate, out of its num-
Der, a President, a Vice-President and Sec
rotary and Treasurer. The offices of Sec
person. Said Board shall have the right
to appoint and dismiss such clerks, managers
and other employees of the corporation as
may justify, or the business of the
corporation may require. The tenure of Of
flee of all employees of the corporation shall
be during the pleasure of the Board Of Di-
rectors. Any of the Directors or officers
shall have the right to appoint, by written
instrument, another Director or stakeholder
10 act as his proxy, and in his stead, at any
and all meetings OF the Board of Direc-
tors.
ARTICLE Vino stakeholder shall ever
be held liable or responsible for the con-
tracts, faults or debts of said corporation
nization have the effect or rendering this
charter null, of exposing any stakeholder
to any liability beyond the unpaid bal
lnee - due ,, on the shares owned by him.
may be changed, modified or altered, or
his corporation may be dissolved, with the
assent of the stockholders owning three
ourths of all the stock of the corporation,
II SCHCIdI meeting convened LOT mat pur-
bose, and at least after ten days written
notice OF this meeting has been given through
nail addressed to each stakeholder, at his last
Known place OF residence. Whenever this |
corporation is dissolved, either by limita- |
ion or otherwise, its affairs shall be Ii |
undated by three liquidators to be select |
ID by the stockholders after a meeting con- |
Iened for that purpose shall have been call |
d.
ARTICLE VIII.-Until the election to be |
leld on the fifteenth day February, 1919. |
he following shall constitute the first Board |
Il Directors. viz: David Goldstein, Benja. |
min Anker. and Maurice Anker.
ARTICLE IX.-No stakeholder in this cor |
,oration shall dispose of his stock 10 any
bird party without first offering it to the |
at its Book Value The Corpora
ion shall have thirty 600 days within |
which 10 accept or reject this offer, and if |
aid offer is not accepted upon the expira-
ion of thirty (S0) days. then and in that
vent, the said stakeholder shall be at lib
rty TO dispose of his stock as he deems
roper.
Thus done and passed. at my office. in
he City of New Orleans, on the day, month
nd year herein first above written, in the
resence of Messieurs William c. Mcleod
nd Edmund G. Bourgeois, competent wit
esses. who hereunto sign their names with
he said appearers and me, Notary, after
eadlng of the whole, the said appearers
igning, at the same time, after their re-
pective names, for the amount OF their
inscriptions.
Original Signed
J. NJ. OUINTERO.
Notary Public.
Witnesses; Edmond c. Bourgeois, Will
am & Mcleod