The herald., 1919-12-04
CHARTER

and operate plantations, factories and re
hneries and to sell and lease the same
to purchase, sell, lease and operate graiI
elevators, canning factories, warehouses
stores and cOmmissaries, and to operate
switch tracks, railroads, barge and boat
lines in connection with any of the OBJ
jects and purposes for which this cOrpor-
alton is formed; to own, handle and con-
troll letters patent and inventions, and
shares of stock of other corporations, and
to vote the stock owned by it the same
as natural person might do; TO issue
bonds, notes and other evidences of in
debtedness and to secure the payment of
the same by mortgage, deed of trust, or
| otherwise; to act as agent, trustee broker
| or in any other tiduciary capacity and TO
borrow and loan money; and generally to
do and perform such acts and deeds and
transact such business as may be Incl
dental or germane to any of the objects
and purposes herein set forth.
ARTICLE Iv-The capital stock of
| said corporation is hereby fixed at the
sum of ten thousand (S10OOO) dollars,
divided into hundred shares of the
par value of one hundred ($1OO) dollars
each, all of which shall be common
or in payment of property or services
actually received by or rendered to. the
! corporation.
| At all meetings Of stockholders each
| stakeholder shall be entitled to one vote
| for each share of stock standing in his
name, said vote OF be east in person or
| by written proxy.
The parties hereto declare that they
! have subscribed for the number of shares
i of the capital stock of the said corpora
! ton set opposite their respective names
| so that this act of incorporation shall
serve as an original subscription.
No transfer of stock shall be binding
| upon this corporation unless made and
| recorded upon its books.
The amount to which the capital stock
| of said corporation may he increased is
| hereby fixed at the sum of one hundred
thousand (sl0O,0O0 dollars.
ARTICLE y-No present or future
holder of common stock shall ever sell
| assign or transfer other than by inheri-
| lance, any of the capital stock of this
corporation until the same shall have
first been offered in writing to the re-
naming holders of stock for the benefit
| of those who may desire to purchase tn,
same, though the Board of Directors for
| period of ten days at a fixed value. 1t
shall be the duty of the Board of Di-
rectors promptly on receiving an offer
of sale of any of the stock of the corpora
ton, to communicate the same to the
shareholders. in writing. through the
secretary of the corporation, and each
shareholder shall be entitled to purchase
such proportion of the stock so offered
for sale as the number of shares owned
by him or her, at the time, bears to the
number of shares owned by all other
shareholders desiring to participate in the
purchase.
If said offer be not accepted by the
other holders of stock within the time
above prescribed, then such shareholders
desiring to sell shall be entitled to sell
and transfer their stock to such person
or persons as he or she may see fit for
not less than the price at which he or she
has Offered his or her stock to the other
shareholders. No sale under foreclosure.
attachment or other process or by virtue
OF any power of attorney, pledge or
hypOthecation shall be validity made of
the stock of this corporation until the |
foregoing requirements have been COM
piled with by the person or persons firm |
or corporation provoking such foreclos /
ure or sale. The provisions of this ar
ticle shall be printed upon the face of |
each certificate of stock.
ARTICLE Wall the powers of this |
corporation shall be vested in and be ex-
ercised by board of directors composed /
of not less than three nor more than five
tute quorum for the transaction of all
business.
majority of the board Of directors
voting in person shall be required to pass
any resolution or adopt any bylaw
which, when so passed or adopted, shall
become valid corporate act.
The board of directors shall be elected
annually at general meeting of the
shareholders to be held on the first Mon
day in April, 1920, and on the same day
and month in each succeeding year, after
ten days written notice mailed to each
shareholder at his last known address ap-
pearing upon the books of the corporation,
unless such notice be waived in writing |
by all of the shareholders appearing as
such upon the books. The failure, how
ever. from any cause to hold the annual
meeting of the shareholders or the failure
to elect directors thereat, shall not oper-
ate the forfeiture Of this charter, nor i'm
pair the corporate management, but the
directors then in Office shall serve until
their successors shall have been duly
elected, qualified and installed. Any va
cancy in the board of directors shall be
filed for the unexpired term by the re-
naming directors.
The officers of this corporation shall
consist of president, one or more vice
presidents and q secretary and treasurer.
The office of secretary and treasurer may
be held by one and the same person I'M
der the name secretary-tr the
office of president and treasurer, or presi-
dent and secretary, and vice president
and treasurer, or vice-president and secre-
tary. may likewise be combined under the
names of president and treasurer, presi-
dent and secretary and vice-president and
treasurer and vice-president and secre-
tary.
There may also be a general manager
who may or may not be member of the
Board Of Directors.
The first board of directors and officers,
who shall serve until the annual meeting
to be held on the first Monday in April,
1920, shall consist of:
r. d. Adams 4729 Prytania street New
Orleans, La, who shall be president and
secretary.
W. N. Perkins, 2123 Coliseum street,
New Orleans, La, who shall be vice.
president.
c. French, 10 Audubon Place. New Or
cans, La, who shall be treasurer.
ARTICLE VII-This act Of inc0rpora- A,
,r this corporation may be dissolved by
md with the consent of the holders of
wO- thirds of the amount of its then out
stock, at a general meeting con-
'ened for that purpose after thirty days
notice in writing mailed to each share
lOlder's last known address and after if
cen days publication in one of the daily
newspapers published in the city Of New :
orleans, as prescribed by law.
II this corporation should be dissolved :
~ limitation or otherwise, its affairs
hail be liQuidated under the supervision !
II three commissioners to be elected at a |
general meeting of the shareholders con- :
'ened for that purpose and after notice /,
ID above provided in this article, and !
hey shall remain in Office until the af !
airs of the corporation shall have been I
ully liquidated; and in case of the death :
iquidators the survivors or survivor !
hall continue to act under the provisions :
md in accordance with Section Thirty !
Il Act 267 Of 1914. !
ARTICLE vIII-No shareholder of this !