The herald., 1919-09-25
CHARTER.

period Of ninety nine years from date hereof.
! unless sooner dissolved by liquidation or
otherwise. Il shall have power to contract; to
sue and be sued; TO make and use a corp1r-
ate seal, and to alter and break the same at
pleasure. To hold, receive, lease, purchase.
. transfer, assign, mortgage. hypothecdte
pledge or otherwise dispose Of. property real
personal or mixed. c,rporeal and incorporeal;
to issue bonds and. ii desired TO secure same
by mortgage; to hold stock II other companies;
20 name and elect officers and directors; 70
make and establish, alter and amend bylaws
rules and regulations for is proper govern
meut. as may be deemed necessary and prop
cr for the extension OF the business IN which
the corporation i engaged.
ARTICLE 1.-THE domicile Of this corpora
tion shall be in the Cry Of New Orleans.
State Of louisiana; and service OF process
shall he made upon the President. or, in his
absence, upon a Vice President.
ARTICLE II.-The objects and purposes
ior which this corporation Is organized and
created and the nature Of the business to ne
carried on by il are declared 10 be a. follows:
To engage in a general ship chandlery. fur
nj shing and supply business as principal
and agent: to engage in the business OF
buying. selling. and dealing generally IN, as
principal and agent. all kinds, classes and
varieties OF marine and ships supplies. pro-
visions machinery. hardware, tackle, apparel,
furniture, equipment. etc; 10 engage IN the
business, as principal and agent. OF buying,
selling and generally dealing in hardware, ship
, Chaudlery, paints railways and mills supplies.
| and in supplies Of merchandise. food. refresh
/ mentS for ships: to engage in the business OF
/ buying and selling goods. wares. products and
merchandise as principal or agent or both, and
to act as general selling agent; TO import and
/ export goods, wares. produce and merchandise
| Of every description and kind. and part-
/ cularly to act agents and brokers tor the
/ selling on commission or otherwise OF the
! said goods, wares and products; and in con
nec;ion Herewith, to engage in general buSl-
ness at wholesale and retail. principal or
/ agent or both. in all lines OF hardware, fur
+ nshings and supplies. for ships. ship yards.
4 painters, mills, railways and all other things
/ OF similar character, and TO carry on the
| business of the corporation in louisiana and
/ in all the United States and in foreign
countries; and generally to do and perform all
/ things pertinent and incident and which may
/ be proper and necessary to carry out and
execute the objects and purposes herelnabove
enumerated.
: ARTICLE IV.-The capital stock of this
/ corporation is hereby fixed at the sum OF
| Twelve Thousand Five Hundred ($l2,5OOOO)
| Dollars, and shall be divided into and re-
presented by one hundred and twenty five
! Q25) shares of common stock, of the par value
of One Hundred $1,000 Dolares each. Said
stock shall be paid for in cash, or by property,
or service actually rended to the corporation,
| or other equivalent Of cash provided by
! law, and in such manner and at such times
/ and in such installments as may be pres
cribed by the Board of Directors. This cor
poration shall become a going concern and
shall be authorized to commence business as
soon as fifty per cent of its capital stock
| shall have been subscribed and fifty per cent
of all stock subscribed for shall in fact have
| been paid for either in cash or its equivalent.
| ARTICLE V.-The capital stock of this cor
| poration may be increased to the sum or Fifty
| Thousand (S5OOOOOO Dollars by vote of two
thirds of all the stock present or represented
at special meeting called for that purpose or
at regular annual meeting of the corporation
ARTICLE Wall certificates of stock is
| sued by this corporation shall be signed by
the President and countersigned by the Vice
President, or if authorized by resolution Of
| the Board OF Directors shall be signed by the
President and countersigned by the Secretary
| and Treasurer. The stock of this corporation
can be transferred only on the books of the
corporation and subject to such regulations
and formalities as may be by the Board OF
| Directors form time to time prescribed. No
stockholders shall be permitted TO sell or
otherwise dispose of his stock without first
offering the same in writing to the other
stockholders through the Board of Directors
at price not exceeding the book value
thereof; and said stockholders, in proportion
| TO their holdings, shall have an option and
first right to purchase all the shares OF stock
| to be thus disposed of by sale or otherwise OF
any of the stockholders, and shall have a
period of ten days in which to accept or de-
cline said offer. Should the stockholders de-
| cline TO purchase said stock, then such stock
holder is at liberty to sell or dispose OF the
| stock and may do so in any manner and at
any price he may deem fit Each share OF
stock is issued hereinupon the condition ana
erstanding that no stakeholder shall sell
-, . 1,nr,
hereof, and any such sale or transfer if made
shall be void, and this corporation shall be
under no obi CATION to list said stock on its
books or to regard the holder of the certificate
thereof
| ARTICLE VII.-The corporated powers OF
this corporation shall be vested in and exer-
cised by a Board OF four Directors three OF
whom shall constitute quorum for the tran
saction of business. The directors of the
corporation may vote in person or by written
| or telegraphic proxy at any of the meetings OF
the Board of Directors; and the Board of
Directors may delegate any Of its powers to
any officer or officers any other repre-
sentative of the corporation by appropriate
resolution to that effect.
The first Board of Directors of this cor
poraton shall be composed OF the following:
Marco A. Pizzati. George F. GOodspeed, Capt.
Antonio De Zalduondo. Charles S. Robinson
Pizzati, President; Capt. Antonio De
Zaduondo, Vice Presidents; Charles s. Rob
inson. Second Vice President; George F.
Goodspeed, Secretary and Treasurer; and they
shall serve until the Second Wednesday in
January, 1920. or until their successors are
elected and qualified. The Directors shall be
elected annually at Il meeting held on the
Second Wednesday of January in each year
after date hereof Notice of said meeting
shall be given ten days prior to the date
Of said meeting, in writing, sent by registered
mail to each stakeholder at his last known
place OF residence. The Board of Directors
may change the date of said annual meeting
10 any other date, by written notice to that
effect sent at least fifteen days prior TO the
date to which said annual meeting shall be
changed. directed by registered mail to each
stakeholder at his last known place of RESI-.
: dence. Each stakeholder shall, at such an
nual meeting or other meeting general o,
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