The herald., 1919-07-31
CHARTER.

establish and conduct warehouses, and to
do all kinds of commercial, brokerage and
commission business; and, in connection
Herewith, to own, hold, lease, buy, sell or
otherwise acquire real personal and mixed
property of all kinds; to borrow money, to
execute securities therefor, including nego-
table bonds, and to do any and all things
necessary or incidental to the conduct OF any
bushes businesses this corporation IS
authorized by its charter to conduct; to hold
and exercise all such incidental powers and
privileges relative to the objects heretofore
set forth.
ARTICLE IV.-The capital stock of said
corporation is hereby fixed at One Hundred
Thousand (Sl00OO0.OO donars, divided into
or represented by one thousand (lOO shares
Of one hundred $4,000 dollars each. The
whole of said stock any part thereof may
be issued and delivered to any person, firm
or corporation for the requirement OF the
rights, privileges, contracts, permits, fran
chises, property, servitudes, leases, or any
part thereof, owned or controlled by SAID
person or corporation also in payment, set
Element and adjustment of the costs, fees,
charges and expenses incurred for services
rendered in the formation and organization
of this corporation, and in acquiring and
bringing about the purchase of the property,
rights, permits and franchises aforesaid,
also for cash in installments of such
amounts the Board of Directors may de-
termine; also for property received or SER
vices actually rendered to this company. The
Board of Directors herein created is specially
authorized TO dispose of the stock or any part
thereof, for any and all of the purposes above
stated, and it is particularly authorized to
dispose of said stock, or any part thereof,
to Edwin ]. Gillian, in exchange for con-
tract he has with the Southern Selling Syn
dictate, a commercial partnership domiciled
in the City of New Orleans, by which said
Southern Selling Syndicate has agreed TO
turn over to said Edwin ]. Gillian all its
good will, archives and all other assets.
ARTICLE Vail the powers of this cor
poration shall be vested in and exercised by
Board of five G) directors, a majority of
whom shall constitute quorum Said
Board of Directors shall be elected annu-
ally on the first Monday of September of
each year. the first election to be held in
the year 1919. All such elections shall
be viva Ae at the office of the corpora
ton, and 81 all such meetings, as we'll
all meetings of stockholders, except when
otherwise required by law, fifteen days no.
tice shall be given, either personally or by
depositng in the Post Office, properly ad-
dressed to each stakeholder, such notice be
ing addressed to the stockholders last desig-
mated address, or at the General Delivery
at New Orleans, Louisiana, If he has not
designated address, and announcing the
time and place of the meeting. Each share
holder shall be entitled to one vote for each
share of stock standing in his name on the
books of the company, said vote to be cast
the votes cast shall elect. The Board of
Directors shall have power to fill all vacan-
cies which may occur on the Board. Failure
to elect the Board of Directors on the day
above specified shall not dissolve the cor
poration, but the directors then in office shall
remain in office until their successors
elected. Due notice of election shall forth
with be given, as above provided, and such
notice of election shall be continued TO be
given until an election is held. The Board
Of at natr Al inc
each annual election shall, out of their
number, elect a President, Vice President,
and they shall likewise elect, but not neces-
sarily from their number, a Secretary,
Treasurer, and such other officers as the
Board of Directors shall deem necessary.
The Board shall have power in its discretion
to unite two or more offices, and the same
to confer upon one person, and shall have
the power to fix the salaries of all officers.
The Board of Directors shall have power to
make and establish, as well as alter and
amend, all bylaws, rules and regulations
necessary and proper for the support and
management of the business and affairs of
said corporation, and not inconsistent with
its charter. Said Board shall also have full
power and authority to borrow money through
the President other duly authorized
agent or agents, to execute notes or other
obligations in such amount and on such
terms as in their judgment may be advan-
tageous, and generally TO do all things rca-
sonably necessary for the proper carrying
on of the business of the corporation; also
to issue and deliver full paid shares of stock
or obligations of said corporation in payment
of money borrowed, labor or services, or
property, OF rights actually received by said
corporation as heretofore set forth, and shall
have power to do all such acts and things
as may be necessary TO carry out the OBJ
jects and purposes for which this corporation
is organized. The majority of the existing
board shall constitute quorum for the trans
action of any business at any meeting of the
Board of Directors. Any Director absent
from the meeting shall be represented by
any Director by written proxy.
Until the next general meeting to be held
under this charter, on the first Monday of
September, 1919, or until their duly quail
fled successors are elected and installed, the
Board of Directors shall be composed of
Edwin ]. Gillian, Louis K Purdom, Osa J.
Mnthorn, all of whose Post Office address
es are New Orleans, louisiana; with Edwin
J. Gillian, as President and Treasurer, Louis
K. Purdom, as Vice-President and General
Manager, and Osa ]. Smythe. as Secretary.
ARTICLE VI-Whenever this corporation
shall be dissolved, from any cause, its af
fairs shall be liquidated by three stock
holders to be appointed at a general meeting
of stockholders convened for the purpose of
liquidation, as hereinafter provided, each
be cast by the holder, either in person or
by proxy. Said commissioners shall remain
in office until the affairs of said corporation
shall be fully settled and liquidated, and
they shall have full power and authority to
transfer and give title to all the property
and assets of the corporation, and to distri-
butte the proceeds. In case of death, dis
ability, or resignation of one or more COM
missioner or commissioners, the vacancy
shall be filled by the surviving commissioner
or commissioners.
ARTICLE Widths act of incorporation
may be modified, changed or altered, or this
corporation may be dissolved with the con.
sent of three-fourths of all of its stock rep.
resented at general meeting of the stock.
holders convened for such purpose, after pre-.
vious notice shall have been given in one OF
more daily newspapers published in the
Parish of Orleans, State of Louisiana, once
a week during thirty days preceding such
meeting, and upon the date of such meeting,
and by notice mailed at least fifteen days
prior to such meeting to each stakeholder
who appears as such on the books of the COM
pany, to the Post Office address designated
by him; and in case Of failure to designate
an address, to the General Delivery, City of
New Orleans. Any change which may be |
proposed or made in reference to the capital |
stock of said corporation shall be made in |
accordance with the laws of the State of
the subject-matter of altering |
the amount of stock of said corporation 1t |
may be increased or diminished upon COM |
pliance Herewith
The capital stock may be increased to a |
maximum of two hundred thousand $780, O0OW |
dollars No stockholder shall ever he heId /