The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-15
April 10 May II.
CHARTER OF THE GILINSKY FRUIT
COMPANY OF LOUISIANA

| CHATTER OF THE Gl1.lNSkN FRUIT
! COMPANY OF LOUISIANA.
United States of America, State of Lou
isiana, Parish of Orleans, City of New
| Orleans.
BE it known, that on this first day of
| the month of April, i'll the year of our
! Lord one thousand nine hundred and
nineteen and of the Independence of the
! United States of America the one hun
dred and forty-third Before me. Arthur
| \. Moreno, Il Notary Public, duly COM
missiOned and qualified, in and for this
| City ana the Parish Of Orleans, therein
residing, and in the presence of the here
matter named and undersigned witnesses,
personally came and appeared the follow
| subscribed, together witt the amounts of
! their respective subscriptions to the
capital stock of the corporation to be
| formed, who Severally declare that, avail
| ing themselves of the provisions of the
general laws of the State of Louisiana
| relative to the organization of corpora
| tons, they have covenanted and agreed,
and do by these presents covenant and
! agree, and bind and obligate themselves,
as well as such other persons as may
hereafter become associated with them or
! their successors, to form and constitute
themselves into corporation and body
| polite in law, and for the objects and
purposes and under the agreements and
| stipulations following, tO-wit:
| ARTICLE 1.-The name and title of
| this corporation shall be the Gilinsky
Fruit Company of Louisiana and by that
name said corporation shall have power
and authority to have and enjoy success
sion for the full term of ninety nine years
from the date hereof; to contract, sue
and be sued: to borrow money; to make
and issue its negotiable promissory notes
or other evidences of Indebtedness, to
| create debts; to make and use a corporate
seal; to purchase, and receive, lease, hold.
sell and convey, as well as mortgage and
hypothecate, property, real, personal
and mixed; to name and appoint such
officers and agents as the interest of said
corporation may require; and to make
and establish such bylaws and regula-
tons for the proper management and
regulations of its affairs as may be deem
ed necessary, and the name to change,
alter and amend at pleasure.
ARTICLE 1.-THE domicile of this
corporation shall be in the Town of Lock
port, Parish of Lafourche, State of Lou
isiana, and all citation and other legal
process shall be served upon the presi
dent of said corporation. or in case Of
his absence upon the vice president. or.
in case of the absence of both of these
officers, upon the secretary thereof.
ARTICLE III.-The objects and pur-
poses for which this corporation is eS-
tablished. and the nature of the business
to be carried on by it, are TO buy and
, sell, to import and export, to buy and
, sell on commission fruits, vegetables
nuts, dates and edibies of whatsoever
kind and other things; to buy and sell
lands; to cultivate cotton, fruits, nuts
vegetables and other food stuffs and to
do everything and every act of whatsO-
ever nature and kind essential to or gen
orally done in connection with the bust
ness of general merchandising.
ARTICLE Iv.-The capital stock of this
corporation shall be S25, 10000, divided
into go shares of the par value of $4,000
each, and may be increased to the sum
of $3.50 10000, divided into $500 shares of
the par value of $4,000 each, and this
corporation is to be a going concern when
| one-half of the capital stock has been
subscribed for. Each share of the stock
shall be entitled to one vote, either in
person or by proxy, at all general cleo
tons or meetings of stockholders. Should
the capital stock of this corporation ever
be increased over the sum of $4,000 90,
then such additional shares of stock that
may be issued shall first be offered to the
holders of stock Mt the time of issuance
at the book value of said new stock in
the proportion in which the said stock
holders shall at the time of issuance hold
stock in this corporation.
ARTICLE V.-No stakeholder shall ever
be held liable or responsible for the in
debtedness, faults or defaults of this cor
poration nor shall any mere informality
in the organization of the corporation
have the effect of rendering the charter
null or of exposing the stockholders to
any liability beyond the unpaid balance,
If any, on his stock subscription. Should
any stakeholder desire to sell his stock,
he shall first offer the same to the stock
nOIuerS OF tne company at 1tS DOCK value
through its board of directors and the
stockholders who desire to purchase shall
have the right to purchase the same in
the proportion to their holdings of stock
in the company. Should said stockholders in
fifteen days after notice having been given,
in writing, fail or refuse to purchase the
stock offered for sale. such stock may be
sold to any one. No transfer of stock
shall be made or held to be valid and
binding unless made in pursuance of the
provisions of this charter.
ARTICLE VI.-This corporation shall
have all powers granted to such corpora
tons by law and shall have the power TO
contract, sue and be sued in its corp
pOrate name, and to own, hold. receive.
loan. lease, purchase, sell and convey or
mortgage any and all of its effects, or to
hypothecate it's property and to do any
and all acts and things of any other kind,
nature or description. as may be necessary
| to carry out the objects and purposes Of
said business as its interests and con-
veniences may require.
| ARTICLE VII.-The business of this
corporation shall be directed by and
vested in u board of directors of three,
| two of whom shall constitute a quorum
for the transaction of business, and the
| said directors first constituted shall
be Albert Il. Gilinsky, s. +. Gilinsky and
Phil Gilinsky and they shall hold office
until the first Tuesday of April, 1920, and
on that day and on the same day there
after elections shall be held annually for
directors at the principal office of the
| corporation. Failure TO nOIu an election
| on the day specified shall not dissolve
the corporation, but the directors in office
| shall hold their respective offices until an
! election shall be held after thirty days
notice of the time and place thereof given
Ito each stakeholder. The annual election
shall be held on the first Tuesday OF
i April. 1920, and thereafter on the first
| Tuesday of April of each succeeding year
and the election shall be held between
the hours of ten and twelve a. m
all vacancies on the Board of Iii
rectors for whatever cause shall
be filed by the remaining directors
Albert +. Gilinsky shall be the first presi-
dent and treasurer. s. +. Gilinsky shall
be the first vice president and Phil Gilinsky
shall be the first secretary and they shall
hold office until the first Tuesday In
April. 1920 or until their successors are
elected, and each succeeding board of di-
rectors shall elect its principal officers for
the term of their election and only stock
holders shall be eligible for election as a
member of the board of directors. Direc-
tors may act either in person or by proxy
ARTICLE VIII.-Whenever this corpora
ton is dissolved, either by limitation or
for any other cause. its affairs shall be
liquidated by the board of directors, who
are hereby vested with full power 10 sell
any or all assets of the corporation, either
| separately or in a mass, and to convey full
| and complete title thereto, and shall have
full power to do and perform all acts
necessary and proper to fully and com
pletely liquidate the affairs and distribute
the proceeds. II any, among the stock
amount Of stock held by each.