The herald., 1918-09-26


month OF September IN the year Of our
Lord one thousand, nine hundred and eigh-
| teen, and OF the Independence Of the United
States OF America, the one hundred and
| forty-Second,
Before me, John Marshall Ouintero, A No.
| tary Public, duly commissioned and quail
| fled, in and for this City and the Parish o:
| Orleans, therein residing, and in the pres
! ence Of the witnesses hereinafter named
| and undersigned, personally came and ap-
| peared the persons whose names are here
| unto 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 Act No
| 267 Of the General Assembly OF this State, ap-
| proved July =. 1914. they have coveaanted
| and agreed and do, by these presents, cove
| nant and agree, bind, form and constitute
themselves, as well as such persons may
hereafter join or become associated with them
| into corporation and body polite in law
| for the objects and purposes and under the
agreements and stipulatOns following, to-
wit:
| ARTICLE 1.-The name and style Of this
corporation shall be Pan-American Export
ers, Inc, and under that name, il shall have
and enjoy all the rights, privileges and ad-
vantages granted by law to corporations; II
shall exist Tor the period OF nnety-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 TO break or alter at
vate improve, convey, mortgage, hypothe-
cate or pledge property, both real and per
SOnal; to issue bonds, notes and other obi
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-
qulre, or demand; to make and establish
such laws, rules and regulations for the cor
porate management and control OF the az
fairs OF the corporation may be deemed
necessary and expedient.
ARTICLE 1.-THE domicile of said corpo-
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
tor 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 a gen
eral mercantile business, including that Of
buying and selling commission either for
itself or others, and to do a general import
ing and exporting business with the United
States, Europe, Mexico and South and Cen
trail America, and TO 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 10 a mercantile business
ARTICLE IN.-The capital stock OF this
corporation is fixed at the sum of One
Hundred Thousand (SlOO,OOOOO), divided into
One Thousand 1000 shares OF the par value
Of One Hundred Dollars $4,000 each. All |
shares OF stock shall be full paid and non |
assessabe, 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.
e, Ill IL.
increase its capital stock to the further sum
of Two Hundred Thousand Dollars $780, |
0tOm), to be divided into shares of One /
Hundred Dollars $1,000 each, provided |
been. authorized by the stockholders at a |
meeting TO be held pursuant to the provisions /
of Article V, Of this charter.
ARTICLE YAH the corporate powers of |
the company shall be vested in, and the |
management and control of its affairs shall |
be exercised by a Board of Directors CON-
posed OF three stockholders, a majority of |
whom shall constitute quorum for the trans
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
may be determined by the Board of Direc-
tors, after. fifteen days notice by mail of
such election shall have been sent 10 each
stakeholder at his last known address, The
Drecors thus elected shall continue in office
tor one year, or until their successors shall
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
remaining Directors for the unexpired term
The said Board shall. at the first meeting
after its election, nominate, out of its num-
Der, a President, Vice-President and Sec
rotary and Treasurer. The offices of Sec
-etary and Treasurer may. be held by one
person. Said Board shall have the right
10 appoint and dismiss such clerks managers
and other employees of the corporation as
conditions may justify, or the business of the
corporation may require. The tenure of Of
ice OF all employees OF the corporation shall
De during the pleasure of the Board of Di-
ectors. Any of the Directors or officers
shall have the right TO appoint by written
Instrument, another Director or stakeholder
o act as MS proxy, and in his stead at any
md all meetings of the Board of Direc-
ARTICLE Vino stakeholder shall ever !
'e held hab@e or responsible for the con- !
Tor shall any mere informality in its orga- !
lization have the effect or rendering this ,
harter null. or OF exposing any stakeholder | :
o any liability beyond the unpaid bal :
nee due on the shares owned by him. :
ARTICLE VII.-This act of incorporation !
nay be changed, modified or altered, or !
MS corporation may be dissolved, with the {
ssent OF the stockholders owning three 5
N'S Va iHC sNOCk Oh the corporation, :
I general meeting convened for that pur- t
ose' and at least after ten days written S
otice OF this meeting has been given through n
nail addressed to each stakeholder, at his last r
nown place of residence. Whenever this
orporation is dissolved, either by limita- t
ION or otherwise, its affairs shall be Ii $
Undated by three liquidators, to be select
q by the stockholders after a meeting con- e
enec Tor that purpose shall have been call a
ARTICLE VIII-Until the election to be p
ED on the fifteenth day February 1919 b
ne following shall constitute the first Board b
/ Directors, viz: David Goldstein, Benja- b
IN Anker. and Maurice Anker \
ARTICLE IX.-No stakeholder in this cor. b
Grafton shall dispose of his stock to any -,
ara party without first offering it to the q
at its Book Value The Corpora d
on shall have thirty 900 days within p
Inch to accept or reject this offer, and il a
ald OTTER is not accepted upon the expira- u
on OF thirty (30 days, then and in that =
vent the said stakeholder shall be at lib IL
rty to dispose of his stock as he deems .,
roper. s.
Thus done and passed, at my office, in y
le City OF New Orleans, on the day, month ~
nd year herein first above written, in the
resence of Messieurs William C. Mcleod \,
nd Edmund {. Bourgeois, competent wit h,
esses, who hereunto sign their names with n,
lie said appearers and me, Notary, after nj
aiding of the whole, the said appearers n
gning, at the same time, after their re- m
'eetive names, for the amount of their lie
descriptions. u
Original Signed IS