The herald., 1919-07-10
CHARTER.
and proper for the extension of the bust
ness in which the corporation is engaged

ness in which the corporation is engaged
| ARTICLE II.-This corporation shall b,
domiciled in the City of New Orleans, il
the State Of Louisiana, and all citation Of
other legal process shall be served upon the
President of the Corporation and in the
event of his absence upon the Vice-Presdent
| ARTICLE III.-The objects and purpose.
Tor which this corporation is organized anL
created and the nature of the business TO be
carried by it are declared TO be as fol.
! lows: 10 engage in and carry the gen.
| eral business of importing and exporting
goods, merchandise, products, live stock
and IN fact materials, objects and property
OF all character and description. To nego-
tiate, make, effect and execute, covenants
agreements, contracts or obligations of all
sorts and character for itself or for others
covering or relating in any manner to the
importing or exporting of goods and prop
erty of every description or character To
act as freight forwarding agent and to carry
on a general ship brokerage business To
buy, sell, lease, charter, rent, hire, for it
self or for others on commission or other
wise and TO enter into and execute any con-
tract or agreement whatsoever relating to
, vehicles of all sorts and character utilized
in the transportation of goods and property
OF every description and character by water
land or air. To engage generally in a
manufacturing business of any nature what
soever. To engage in foreign as we'll as
any of the businesses aforesaid in the United
States or foreign countries.
To conduct and carry on such other bust
ness may be found necessary or convenient
for properly effectuating the aforesaid pur-
poses or enhancing the value of the proper
ties, rights and privileges of the corporation.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
Seven Thousand (7,00O00) Dollars and shall
~ Mt cd by ~
shares of the par value of One Hundred
$4,000 Dollars each. Said stock shall be
paid for in cash or its equivalent as pro-
vided by law and in such manner and at
such time and in such nstallments as may
be prescribed by the Board of Directors.
This corporation shall become a going
concern and shall be authorized to commence
business when Thirty Five Hundred Dollars
(S3,SUOO) OF its capital stock shall have
been subscribed for provided by law, and
when Three Thousand ($3,OOO0U Dollars of
the capital stock shall in tact have been paid
for either in cash or its equivalent.
ARTICLE V.-The capital stock of this cor
Fifty Thousand ($5QCnOO Dollars by a
two-thirds vote of all the stock present or
represented at special meeting called for
that purpose, or at regular annual meeting
OF the corporation.
ARTICLE VI-All certificates of stock
issued by the 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 Sec
rotary 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 from time to time
prescribed. No stakeholder shall be per-
mtted to sell or to otherwise dispose of his
stock without first offering the same in
writing to the other stockholders through
The Board of Directors at price not exceed
ing the book value thereof and the stock
holders shall have an option and first right
10 purchase all the shares of stock to be
thus disposed of by sale of by the death,
resignation or otherwise of any of the stock
holders of the corporation, and shall have
period of ten days in which TO accept or
decline such offer of stock.
Should the Board of Directors or the stock
holders decline to purchase said stock then
the stakeholder or stockholders VINO made the
offer to sell or otherwise dispose of the
stock may sell or otherwise dispose of il in
any manner and at any price that he or
they may see fit. But each share of stock
is issued under the condition and understand
ing that no stakeholder shall make a sale
or transfer of his stock in violation of this
provision; and such sale transfer if made
shall be void and this Company shall be
under no obligation to list said stock on
its books or to regard the holder OF the
certificate thereof.
ARTICLE VII-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed OF
three stockholders, two of whom shall con-
stitute a quorum for the transaction OF
business. The Directors of this corporation
may vote in person or by written proxy at
any of the meetings of the Board of Direc-
tors aud he Of I Il,
gate any of its powers to any officer or Of !
ficers or any other representative of the
Company by appropriate resolutions to that
effect.
The first Board of Directors OF this |
Company shall be composed of the follow
and William J. Guste, all of New Orleans, |
La, with the following as officers Louis
NJ Cohen, President; Morris B. Redmann,
Vice President and William ]. Guste, Secre-
AIRY and Treasurer
And they shall serve until the fourth We'd |
1esday in June, 1919, or until their success
;ors are elected and qualified The Direc-
ors shall be elected annually by the stock
holders at a meeting held on the fourth
Wednesday of January in each year there
lfter. Notice of such meeting shall be given
fifteen days prior to the date of the meeting
n writing and shall be sent to each stock
holder at his last known address. Each |
shall at such annual meeting or
ther meeting, general or special be entitled
n person or by proxy to one vote for each
hare of stock owned by him. Election.
hall be held under such rules and regula-
ions as may from time to time be deter
mined by the Board of Directors.
The Directors when elected shall hold
ffice for one year or until their successors
hall have been elected and qualified, and
allure TO hold the annual meeting of stock
olders to elect annually the Directors
hall not operate the forfeiture of this char
er any rights Hereunder. Any vacancy
ccurring in the Board of Directors may be
illed by the Directors for the unexpred
crm.
ARTICLE VIII.-This charter or act of
may be changed, modified, al
cred or amended by and with the consent
two-thirds of all the stock present at any
ieeting general or special held for that pur
ose; and such amendment may be material
r immateriai, subject only to limitation as
lay be by law provided; and this corpora
ion shall have the power to increase or de-
rease its capital stock as hereinbefore set
ut and any increase in the capital stock
excess of the amount named herein as
he amount TO which it may be increased may
e made by three -fourths vote of all out
landing stock.
ARTICLE IX.-Notice of any and all meet {
lgs referred to in this charter or required '
y law shall be given in the manner pro-
ided in giving notices in case of election.
Mess the same shall have been waived. a