The herald., 1919-07-17
CHARTER.
and proper for the extension of the bust
ness in which the corporation is engaged.

and proper Tor the extension OF the DuSl-
ness in which the corporation is engaged.
ARTICLE II.--This corporation shall be
domiciled in the City of New Orleans, in
the State of Louisiana, and all citation
other legal process shall be served upon the
President of the Corporation and in the
event of his absence upon the Vice-President.
ARTICLE III.-The objects and purposes
for which this corporation is organized and
created and the nature of the business to be
carried by it are declared TO be as fol-
lows: To engage in and carry on the gen.
eral business of importing and exporting
goods, merchandise, raw products, live stock
and in fact materials, objects and property
OF all character and description. To nego-
tlate, 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 character. To
act freight forwarding agent and to carry
on a general ship, brokerage business. To
buy, sell, lease, charter, rent, hire, for it
self for others 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
OF every description and character by water,
land or air. To engage generally in
| manufacturing business OF any nature what
soever. To engage in foreign as well as
any of the businesses aforesaid in the United
States or foreign countries.
To conduct and carry on such other bust
| ness as may be found necessary 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 ($O00.O0) Dollars and shall
be divided into and represented by Seventy
shares of the par value OF One Hundred
$4,000 Dollars each. Said stock shall be
paid for in cash or its equivalent pro-
vided by law and in such manner and at
such time and in such installments 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
49, $4,000 OF its capital stock shall have
been subscribed for as provided by law. and
the capital stock 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 of
| Fifty Thousand (S50CDOO Dollars by a
two-thirds vote OF all the stock present or
represented at a special meeting called for
that purpose, or at regular annual meeting
of the corporation.
! ARTICLE VI-An certificates of stock
issued by the corporation shall be signed
| by the President and countersigned by the
Vice President OF 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 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-
mitted to sell or to otherwise dispose of his
stock without first offering the same in
writing to the other stockholders through
| 'he Board Of Directors at price not exceed
| ing the book value thereof and the stock
holders shall have an option and first right
to purchase all the shares of stock to be
thus disposed of by sale of by the death,
holders OF the corporation, and shall have a
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 who made the
! stock may sell or otherwise dispose of it 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 or transfer if made
shall be void and this Company shall be
under 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 al
any of the meetings of the Board of Drec'
| tors and the Board of Directors may dele
| - 70 off M
ficers 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
ing: Louis NJ. Cohen, Morris B. Redmann
and William ]. Guste, all of NeY Orleans
La, with the following officers: Louis
NJ. Cohen, President; Morris B. Redmann
Vice President. and William ]. Guste, Secre
tary and Treasurer.
And they shall serve until the fourth Wed
nesday in June. 1919, until their success
sors are elected and qualified. The Direc
tors shall be elected annually by the stock
holders at a meeting held on the fourth
Wednesday of January in each year there
after. Notice of such meeting shall be giver
fifteen DAYS prior to the date of the injecting
in writing and shall be sent to each stock
holder at his last known address. Each
stakeholder shall at such annual meeting OF
other meeting. general or special be entitled
in person or by proxy to one vote for each
share of stock owned by him. Elections
shall be held under such rules and regula
tons as may from time to time be deter
mined by the Board of Directors.
The Directors when elected shall hole
office for one year or until their successor.
shall have been elected and qualified, anC
failure to hold the annual meeting of stock
holders or to elect annually the Directors
shall not operate the forfeiture of this char
ter or any rights Hereunder. Any vacanc,
occurring in the Board of Directors may b.
filled by the Directors for the unexpire'
term.
ARTICLE VIII-This charter or act o
|. incorporation may be changed, modified, al
tered or amended by and with the consen
? of twoathirds of all the stock present at an,
| meeting general special held for that pur
pose; and such anne ndment may be materia
or immateral, subject only to limitation a
may be by law provided; and this corpora
ton shall have the power to increase or de
crease its capital stock as hereinbefore set
out and any increase in the capital stocl
in excess of the amount named herein a
the amount to which it may be increased ma.
be made by a three-fourths vote of all out
standing stock.
ARTICLE IX.-Notice of any and all meet
ings referred to in this charter or require
by law shall be given in the manner pro
, vided in giving notices in case of election
r unless the same shall have been waived.
ARTICLE Kin case of the dissolution
i;ou;dat;on or termination Of this charte