The herald. [volume] (New Orleans, La.) 1905-1953, 1918-08-15
CHARTER

consolidate with and enter into agreements
! and cooperative relations not in COntraven-
| firms, associations or corporations, govern
mental municipal or otherwise, in and about
/ the carrying on and accomplishment Of all
/ or any Of tLe purposes Of the Company; to
| carry out all Of the objects and purposes
hereinafter set out; 90 name and appoint
/ such managers and directors officers and
agents. as the interest and convenience OF
said corporation may require; and 70 make
| and establish. as well as alter and amend
| AZ pleasure, such bylaws, rules and regula-
/ tlons for the management and regulation OF
| the affairs Of the corporation as may be
! necessary, proper or convenient
| ARTICLE 1.-The domicile Of this cor
poration shall be in the Parish Of Orleans,
| State OF Louisiana, and all citations or othc-
/ legal process shall be served upon any OF
the officers Of the corporation.
ARTICLE HI-The objects and purposes
| for which this corporation Is organized, and
| the nature OF the business 10 be carried on
! by it, are hereby declared to be: to buy,
sell and deal in all sorts OF cotton and cot
ton products. cotton bagging and cotton ties,
Tor It's own account and the account OF others
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; 10 carry on business in the
United States. or elsewhere, as factors,
agents, commission merchants or merchants,
IN all sorts OF cotton, cotton products, cotton
baggIng and ties, and in all sorts of agri-
cultural products ana commodities ana sup
plies, materials connected herewith; 10
acquire and hold, sell, cucumber or dispose
Of stocks and bonds of other companies, 10
the extent permitted by law; to hold stock
in other companies; TO exchange its entire
capital stock, or any par thereof, for prop
erty which II is authorized TO acquhe, or
to exchange its entire assets and business,
or any part thereof, for property; stocks.
bonds or other obligations OF other compan-
les; and generally, 10 do all such acts or
things 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 (S500OO0), divided
| into Five Hundred 900 shares of the par
value of One Hundred Dollars $4,000 per
| share. The amount of the stock may be in
| creased 10 Five Hundred Thousand Dollars
| (S5O0O0OO. The whole or any portion of
| said stock shall be paid 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 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
| ARTICLE V-All the powers of this cor
/ poration shall be vested in and exercised by
! a Board composed Of not Oess than five
| ~, nor more IMAM seven ~ directors. tine
| precise rnumber of directors within said limit
| shall be fixed by the vote OF the stockhold-
| ers az 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. Cor 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 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
! fill all vacancies which may occur or in any
! manner arise be created the Board,
| even though quorum remain at the time
such vacancies are to be filled Failure 10
elect directors on TIE 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, a Nice-President.
| General Manager, Secretary and Treas
| urer; provided that the Board may dispense
with any Of said officers, may combine
any of them. or may electe 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
| business, and they shall fix the salaries of
| all officers, agents and employees. At any
meeting of the Board of Directors, any di
| 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, well 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 au-
lst,. II
| suance of notes and the execution of mort
| cages and pledges, and generally TO do all
| things necessary or convenient for the proper
carrying on of the business OF 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 $50
Gravier Street, New Orleans, La; Chas. E.
Levy, address $50 Gravier Street, New Or
leans, La; Albert s. England, address $50
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 J. Shlenker. Vice
President; T. 6. Adams, General Manager
and VI. James Levy. Secretary and Treasurer.
| ARIlLLE Wins ACT OF incorporation
may be changed. modified or amended. or the
corporation dissolved. by a vote of two-thirds
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 stakeholder
voting upon parity. Said hquidators 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 Il
all the property and assets OF the corporation
and to distribute the proceeds. In case o.
death. disability or resignation of one o.
more liquidators. the vacancy shall be filled
by the survivor or survivors.
ARTICLE NIII-No stakeholder shall eve
! he held liable or responsible for the con
: tracts or faults Of said corporation in an,
further sum- than the unpaid balance du
on the shares Of stock owned by him. no
: stall any mere inforrnality in organization
: have the effect of rendering this charter null