The herald., 1919-09-25
CHARTER.

ed and organized and the nature of tn
business to be carried on by it are de
clared to be as follows; To engage il
the business of exporting, importing
buying and selling coffee, and to ac
generally as dealers in coffee and t
engage in all activities incidental to sucl
business; also to engage generally il
exporting to and importing from foreign
countries such articles of commerce a
it may be useful or profitable to handl
and to buy, sell and deal in the same a
exporters, importers, agents and jobbers
| ARTICLE IV.-The capital stock o
this corporation is hereby fixed at tn,
sum of One Hundred and Twenty Thou
sand Q20,OOO.0O) Dollars divided int
and represented by Twelve Hundre,
Hundred ($100.00) Dollars per share
! This capital shall be neither increase,
nor decreased, nor shall the character
and voting rights of the stock be altered
except by unanimous consent of all tn,
| stockholders. The stock of the corpora
| ton may be transferred only on tn,
books of the corporation and only upOT
compliance with such rules and regu
| latiOnS AS may be made from time tC
time by the Board of Directors, not in
| consistent with the provisions of thiS
| charter. No stakeholder shall have :
| right to transfer, cucumber or convey any
! of his stock in the corporation except in
| accordance with the provisions of Il spec
| ial agreement, dated August 9Th, 1919, be.
| tween the incOrpOratOrS of this corpora
| ton, a copy of which is deposited i'll the
office of the Notary Public before whom
| this Act OF incorporation Is passed, by
Act of deposit bearing even date herewith
to which agreement reference is hereby
specially made; and all stock shall be
held in accordance with and subject to
the provisions thereof. Notice of the pro-
visions of this article shall he printed
nm rh. # III fian 70 4.
by the corporation, and all transfers,
pledges, hypOthecationS or other encum-
branceS of said stock shall be subject
to the provisions thereof.
ARTICLE V-All the corporate powers
of this corporation shall be vested i'll and
exercised by Board of Directors COM
posed of four directors, three of whom
shall constitute a quorum for the tran
SactiOn of business. The said Board shall
meeting, on the first Monday of October
of each year after the date hereof, the
first election to be held in 1929. For all
meetings, notice shall be given to stock
holders by mail addressed to each stock
holder at least fifteen days before the date
of meeting. Each holder of stock 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 in
person or by proxy, and a majority of
such votes shall be in accordance with
the provisions of the agreement between
the incOrpOratOrS hereof, dated August
9TH, 1919, copy of which is deposited with
the Notary passing this Act of 1ncOrpOra-
ton under even date herewith. Failure to
elect directors on the day above specified
shall not dissolve the corporation, but
the directors then in office shall remain
in office until their successors are elected
and qualified. The Board of Directors
Shu hot in
dance with the agreement aforesaid, a
President, vice President, Secretary and
Treasurer. The offices of President and
Treasurer may be held by the same per-
Secretary may be held by the same per-
son. The first Board of Directors shall
be composed of; S. Alfred Levy, L. o.
address 3S11 st. Charles Ave, New Orleans,
La, Clarence II. Fox, 3S11 st. Charles
Ave, New Orleans, La. Ridgely Noise
Bloch. 1913 Front ST.. New York,
y. Y. of the foregoing, S. Alfred
Levy shall be President and Treas
urer and Clarence II. Fox shall
be Nice-President and Secretary. The
number of directors shall not be increased
or decreased except by unanimous con-
sent of all stockholders. Any director
shall be removable, with without
cause, at any time, upon the vote of not
less than two thirds of the outstanding
capital SlOCk OI the company. at Il special
meeting called for Such purpose. Any
occurring on the Board of Direct
Ors shall be filled at a special meeting of
the stockholders called for that purpose.
Special meetings of stockholders may be
called by the Board of Directors at any
time, and must be called upon the written
request of one or more stockholders own
ing fOrty-twO and One-half (42-1-2 } per
cent of the outstanding capital stock, or
more. The Board of Directors shall have
a n hnr fn mn 10 nd ctah ich ,ll
as alter and amend, all bylaws, rules and
necessary and proper for the
support and management of the business
and affairs of the corporation and not in
consistent with this charter or with the
special agreement of the incorporators
hereinabOve referred to.
ARTICLE -yI.-This Act of incorpora-
ton may changed, modified or amended
only by unanimous vote of all the stock
holders, at a meeting convened for such
purpose after previous notice shall have
been given in the manner above provided.
ARTICLE Wifi this corporation
shall be dissolved, its affairs shall be
iquidated to two t2) commissioners, to be
appointed at a meeting of stockholders con-
Vened for the purpose of liquidation af-
ter due notice, and to be elected by the
vote of all the stockholders: provided,
hat two of such liquidators shall be the
two largest stockholders in the Com
Dany and that a majority of such liquida-
ors shall control in the event of any dis
agreement among them. Said liquidatOrs
shall remain in office until the affairs
II the corporation shall have been fully
settled and liquidated, and they shall
nave full power and authority to transfer
md give title to all the property and assets |
If the corporation and to distribute the |
proceeds.
ARTICLE VIII.-NO stakeholder shall |
'ver be held liable or responsible for the |
contracts or faults of said corporation
n any further sum than the unpaid bal |
lnce, If any, due on the shares of stock |
'wned by him, nor shall any mere inform |
Ility in organization or the invalidity of
my provision hereof have the effect of |
this charter null or of expos !
ng any stakeholder to any liability be- |
-ond the amount due on his stock
In order that this charter may serve |
is the original subscription list. the sub
cribers hereto have indicated opposite !
heir respective signatures the number of |
hares of stock subscribed for by each |
# them. all subsc riptions being payable |
n cash at the execution hereof
Thus done and PASSED at my office. at |
>ew Orleans. Louisiana, on the day. month
nd year herein first above written. in
he presence of r. U. Burbank and VIM.
I. Nugent, competent witnesses. who have
ereuntO subscribed their names together
With me. Notary, aud said appears. after
ue reading of the whole
witnesses, r. y. Burbank, VIM. l..
Iugent.
WATTS X. LEvERICH.
Notary Public.
1. the undersigned Recorder of Mort
ages, in and for the Parish of Orleans.
,tate of Louisiana. do hereby certify that