The herald., 1919-10-09
CHARTER.

this Corporation shall be the Merchants
Wholesale Grocery Company Inc" and
under that name it shall have and en-
/ Joy all of the rights, advantages and pri-
| vilegeS granted by law TO corporations:
! it shall exist for Il period of nincty-nlne
| years from the date hereof; it shall have
| power and authority to sue and be sued
/ in its corporate name: to make and use
corporate seal and the same to break
| or alter at pleasure; to hold, receive, pur-
| chase, convey, mortgage and hypothecate
! property, real, personal and mixed, to
! issue bonds, notes and other obligations;
! to have and employ such managers, Of
/ ficers, directors and other employees or
agents as the interest aud convenience OF
! the corporation may require or demand ana
/ to make such bylaws, rules and reSula-
tiOnS for the corporate management and
control of its business and affairs as may
! be deemed necessary and eNpedient.
ARTICLE 1.-THE domicile of the said
corporation shall be in the city of New
| Orleans, State of Louisiana, but it may
! establish and maintain offices, branches,
and agencies throughout the United States
of America, and foreign countries. All
citations and other legal process shall be
served on the president and in his alb
Senre on the yice-president of the said
corporation. In the absence of the pres
ident and vice president, then the process
shall be served on the secretary of the
said corporation.
ARTICLE IU-The objects and pur-
poses of this corporation are hereby de-
clared to be to engage in the wholesale
grocery business and the feed, hay, grain
and produce business: to buy, sell eX-
change. trade in all classes of merchan-
disc and commodities of any character
and kind whatsoever accessory to, or IN
any wise related to, the grocery, produce,
feed and provision trade; to manufac-
turc, or to cause to be manufactured,
any and all wares and merchandise dealt
in related to the said business: TO oper-
ate Il bakery. or bakeries; to import, ex-
pOrt and to store all commodities dealt In
in said business; to operate, own, hire
lease or rent stores, warerOomS ana ware
houses necessary to said business; to ac'
quire and own patents and trade MARKS
! in relation to food Stuffs, groceries and
| other merchandise; to issue notes, OF
other evidences of Indebtedness in the
corporate name and to mortgage, hypothe'
cate and borrow in relation to anything
, | accessory to said business, as well as III
. relation to the business itself; TO OWL
real estate for uses in said business, OIL
; accessory thereto and to all things re.
, 0uisite and necessary for the proper and
successful conduct of the said business.
ARTICLE yI-The capital stock of this
, corporation is hereby fixed at the sun
!, ! of five thousand dollars ($5OOO.OO) divided
n into one hundred shares of the par Salus
. be paid for in cash on the call OF the
> Board of Directors. or may be issued a.
Q not less than par for property purchasec
I by or services actually rendered to th'
:, corporation. The capital STOCK Oh thI:
coronation may be increased to a sun
: not exceeding three hundred Thousand
(S3OO OOO.OO) dollars, which may be com
mon or preferred, or both.
: All shares of stock shall be full-pait
and non assessable No transfer of stool
shall be binding upon the corporation
e unless made upon its books ana an certi
ficates of stock shall be signed by suci
r officers as may be designated by tn
: Board of Directors.
: ARTICLE V.-All the corporate power
: of this company shall be vested In ana TN
r management and control of its business
I and affairs shall be exercised by a Boart
! of Directors composed of three STOCK
holders. which number may be increased
r to not more than eleven, at the dlscre
n lion of the Board of Directors. A majorl
d ty of the directors shall constitute
r quorum for the transaction of all busi
h ness. The directors shall be elected an
nually by ballot of the stockholders on Tn
: third Wednesday in August of each year
h All elections shall be held under sue
a | rules and regulations as may be deter
, ! mined Inv the Board of Directors, blu
n | after at least fifteen days notice thereo
q | shall have been given to each stockholdei
l. by a notice thereof delivered personaii
to each stakeholder, or by dep0sit1nS l
the postoffice properly addressed, hosic
: to each stakeholder. The directors thu
elected shall continue in office for OH
year or until their successors have pee
duly elected and qualified. All stocS
g holders shall be entitled, in person or
| n written proxy, to one vote on eacn snai
| of stock owned by him and standing
= his name on the books of the corporation
> No failure to hold an election shall be II
II garded as forfeiture of this charte
: Any vacancy occurring on the boaru
~ directors shall be filled by the remaiiiln II
directors for the unexpired term. ga
Hoard of Directors shall likewise elect III
additional member should they dete
mine To increase the number of the Doar
as hereinabove provided. SAID Boaru
directors shall elect from among It's nun
Der president. a vlce-presluenn| ahu -
secretary treasurer. 1t may combine al
two or more of said offices into one an
may elect a secretary who is not stoci
!. holder or director. Said BOARD oi blleI
ors shall have the right and power
anpoint and dismiss such CLERKS ol osi'
emnloyes of the corporation, lhciuuin
tho secretary who is not stockholder /,
director as conditions may justify or u
\, business of the corporation may requii
n, The tenure of office of all employees
he the corporation shall be during the pie
u sure of the Board of Directors.
" The first Board of Directors shall
10 comnosed of G. Q. Millwee, Henry
a. phillips and l. C. Waggoner with G.
ne NIIwee as president. 1. C. Waggoner
er vice president and Henry l.. Phllips
ne Secretary treasurer and they shall co
tinue to hold office and to serve UNI
thnir Successors shall have been du
to elected and shall have qualified
lg -,
VS. ARTICLE Iv.-No stockholder sh'
1foht 10 nr
q contracts faults or debts of this cOrpor
or ton. nor shall any mere informality
nd its organization have the effect or ren
tie ering this charter null or of exposing
r. stakeholder to any liability beyond I
ne unpaid balance due on the shares Oh sto
"a owned by him.
he ARTICLE Widths act of incorpor
'n ton may be changed, modified or after
80 by a vote Of two-thirds of the perso
axaifal stock nf this cQrpQratl