The herald. [volume] (New Orleans, La.) 1905-1953, 1919-06-26
CHARTER.


portatiou, both for the corporation itself and
as agent or broker fer others. 10 transport,
carry or haul, caused to be transported,
carried or hauled, by land, water or air, mer-
chandise wares, live stock, raw products,
and in fact goods, materials and objects, Of
every character and description, for the cor
poration itself or for others, in land vehicles,
water-craft or air craft, belonging to the
corporation or to others and generally to
engage in the business OF transportation.
To engage in the manufacturing, selling
and buying of goods and material OF every
description and character; TO export and I'M
port the same, and in fact TO engage in a
general mercantile and manufacturing bust
ness.
To engage in foreign, as well as do
nestle, commerce, and IN fact to carry on
any of the business aforesaid, either in the
nature of transportation or manufacture IN
the United States or foreign countries.
To conduct and carry on such other BUSH
ness as may be found necessary or convent
ent for properly calculating the aforesaid
purposes or enhancing the value of the prop
critics, rights and privileges OF the corpora
ton.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum OF
Ten Thousand (SlO,UO0O) Dollars, and shall
be divided into and represented by one hun
bred 900 shares of the par value OF One
Hundred $4,000 Dollars each. Said stock
shall be paid for in cash or its equivalent,
as provided by law, and in such manner and
may be prescribed by the Board of Direc-
tors This corporation shall become a going
concern and shall be authorized to commence
business when Five Thousand (S5,OOO0O) Dol
lars of its capital stock shall have been sub
scribed for, as provided by law, and when
Twenty-Five Hundred ($25OO.OO) Dollars Of
the capital stock shall in fact have been
paid for, either in cash or its equivalent.
ARTICLE N.-The capital stock of this
corporation may be increased to the sum Of
One Hundred Thousand Dollars (Sl00,0O00O),
by two-thirds vote of all the stock present
or represented at a special meeting called
for that purpose, or at regular annual meet
ing of the corporation.
ARTICLE VI.-All certificates of stock is
sued by the company shall be signed by
the President an3 counter signed by the Wise
President; if authorized by resolution OF
II. Poard CT Directors, shall be signed by
the President, and counters ,gned by the
Secretary Treasurer. The stock of this cor
poration can be transferred only on the
books Of the corporation and subject to such
regulations and formalties as may be by
the Board of Directors from time to time pre-
scribed.
No stockholder 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 D-
rectors, at price not exceeding the book
value thereof, and the stockholders shall
have an option and first right to purchase
all the shares of stock to be thus disposed
of by sale or by the death, resignation o,
otherwise, of any of the stockholders of the
corporation, and shall have a period of ten
days in which to accept or decline such Of
fer of stock. Should the Board of Directors
or the stockholders decline to purchase said
stock, then the stakeholder or stockholders
who made the offer to sell otherwise dis
pose of the stock, may sell or otherws Sc
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 con-
md 1rr1a audi hat ctn hnld
er shall make 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 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
| stitute quorum for the transaction of BUSH
| ness. The Directors of this corporation may
| vote in person or by written proxy at any
| of the meetings of the Board of Directors, anC
| its powers to any officer officers any
other representative of the company by ap
| proprfate resolution to that effect. The
first Board of Directors of this Company shall
Emanuel Samuels, Albert B. Breedlove, will
Emanuel Samuels, President; Albert B
Breedlove, Vice President; c. B. Craft, Sec
rotary. And they shall serve until thu
fourth Wednesday in june, 1919. or unit
their successors are elected and qualified
The Directors shall be elected annually b,
| the stockholders, at a meeting held thu
| fourth Wednesday of June, in each yea
thereafter. Notice of such meetings shall
be given fifteen days prior to the date o
| the meeting, in writing, and sent to eacl
| stakeholder at his last known address
Each stakeholder shall at such annual meet
| ing or other meeting, general or special, b.
entitled, in person proxy to one vote TO
| ach IF DaJ NV
tions shall be held under such rules ant
| regulations as may from time to time be de
| termned by the Board of Directors. TIL
Directors when elected, shall hold office 70
been elected and qualified; and failure t.
hold the annual meeting of stockholders, o
| to elect annually the Directors, shall no
| operate the forfeiture of this charter o
ring in the Board of Directors may be fillet
by the Directors for the unexpired term.
| ARTICLE VIII.-This charter act o
| Incorporation may be changed, modified, al
tered or amended by and with the consen
| of two-thirds of all the stock present at an.
meeting, general special, held for tina
| purpose; and such amendment may be ma
| terial or immaterial, subject only to limita
| tons as may be by law provided; and thi
| corporation shall have the power TO increas
or decrease its capital stock as hereinbefor
set out, and any increase in the capital stool
| in excess of the amount named herein
the amount to which it may be increased
may be made by three -fOurths vote OF al
outstanding 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 elections
unless the same shall have been waived
In case of the dissolution, liquidation Q
termination of this charter, by limitation Q
otherwise, the affairs of this corporation sha
be Inundated by one more liquldator
elected by the stockholders, who may pre-
vide the number of said liquidators and We:
them with such and authority as may b
law be permitted, and fix the terms and cor
ditions upon which they shall serve an
their compensation, and provide that IN ca:
or death or disability of any one OF sal
liquidators, the remaining liquidators ma
fill the vacancy or continue to act on beha
of the corporation.
ARTICLE Mo stakeholder of this Co
. poration shall be liable or responsible Il
! any COSTS contracts, debts or faults of TIL
| company or any of its officers, nor shall an
. mere informality in organization have II
effect of rendering this charter null and vol
. or of exposing a stakeholder to any liabllit
beyoid the unpaid balance due the stoC
r held by him.
ARTICLE M.-The subscribers here
! have written opposite their names the nun
Der of shares subscribed to by each of the
and their post office addresses, so that tn
/ charter may serve as the subscription Ii
, | of the corporation; all OF which subscription
! are payable in the manner and form set OF
1 herein.
: Thus done and passed at my office in Il
CRY of New Orleans, Louisiana. on the da
month and year herein first above write
( in the presence Of Emile r. Wendell and