The herald., 1919-07-17
CHARTERS.
CHARTER OF LIGHTNING CHEMICAL
COMPANY INCORPORATED.


lana, Parish of Orleans, City of New Or
leans. Be it known, that on this sixth day
of the month of june, IN the year OF our
Lord one thousand nine hundred and nine,
teen, and of the Independence of the United
States of America, the one hundred and
forty third; before me, Arthur A. Moreno,
Notary Public, duly commissioned and
qualified. in and for this City and the Par
sh of Orleans, therein residing, and in the
presence of the hereinafter named under
signed witnesses, personally came and ap-
peared the following persons whose names
are hereunto subscribed together with the
amounts of their respective subscriptions to
the capital stock of the corporation to be
formed who severally declare that, avail
ing themselves of the provisions OF the gen
eral laws of the State of Louisiana relative
to the Organization of corporations, they
have covenanted and agreed, and do by
these presents covenant and agree, and bind
and oblgate themselves, as well as such
other persons may hereaftC- become as
sociated with them or their successors, TO
form and constitute themselves into cor
poration and body polite in law, and for the
objects and purposes and under the agree
merits and stipulations following, to-wit:
ARTICLE 1.-The name and title of this
corporation shall be the Lightning Chemical
Company, Incorporated, and by that name
said corporation shall have power and au-
thority to have and enjoy succession for the
full term of ninety nine years from the date
hereof; to contract, and be sued; to Dor
row money; TO make and issue its negotiable
promissory notes or other evidences OF in
debtedness; 10 create debts; to make and
use a corporate seal; to purchase and re-
ceive, lease hold, sell and convey, as well
as mortgage and hypothecate, property, real
personal and mixed; to name and appoint
such officers and agents as the interest OF
said corporation may require; and TO make
and establish such bylaws and regulations
for the proper management and regulation
of its affairs as may be deemed necessary,
and the name to change, alter and amend at
pleasure.
ARTICLE 1.-THE domicile of this cor.
poration shall be in the City of New Or
leans, Parish OF Orleans, and all citations
and other legal process shall be served upon
of his absence, upon the vice President, or,
in case of the absence of both of these of
ficers, upon the secretary thereof
ARTICLE III.-The objects and purposes
| for which this corporation is established. and
the nature OF the business TO be carried on
| by it, are TO buy, manufacture, compound,
sell, handle and otherwise deal in all xmas
| of chemical products; TO do all things Incl
dental to said business. and TO employ and
use such means and instrumentaities as
| may be useful, necessary convenient for
the conduct Of tie affairs and business or
| this corporation.
ARTICLE IW-,The capital stock OF this
corporation shall be Five Thousand (s5,OOOOOJ
| Dollars, divided into fifty $50 shares OF
the par value Of $4,000 each, and may be
increased to the sum of Twenty-Five Thou
sand (S25OO0.00 Dollars, divided into Two
| hundred fifty $50 shares of the par value
| of $1,000 each, and this corporation is TO
| be a going concern when one-half Of the
capital stock has been subscribed Tor. Each
snare of stock shall be entitled to one vot:
either in person or by proxy, at all general
elections or meetings of stockholders.
Should the capital stock of this corporation
! ever be increased over the sum OF Five Thou
! sand ($500.OO Dollars, then such additional
shares of stock that may be issued shall first
| he 70 holders NJ at he
| time of issuance a. the hook value of said
new stock in the proportion in which the
said stockholders shall at the time of is
suance hold stock in this corporate
| ARTICLE N.-No stakeholder shall ever be
held liable or responsible for the indebted
ness, faults or defaults of this corporation,
nor shall any mere informality in the or
ganization of the corporation have the effect
OF rendering the charter null or Of exposing
the stockholders to any liability beyond the
unpaid balance, If any, on his stock sub
| scription. Should any stakeholder desire TO
sell his stock, he shall first offer the same
to the stockholders of the company at its
book value through its board of directors
and the stockholders who desire to purchase
shall have the right TO purchase the same
in the proportion to their holdings OF stock
IN the company. Should said stockholders
in fifteen days after the notice having been
given, in writing, fail or refuse to purchase
the stock offered for sale, such stock may
be sold to any one. No transfer OF stock
ing, unless made in pursuance of the pro
visions of this charter.
| ARTICLE VI-This corporation shall have
all powers granted to such corporations by
law and shall have the power to contract
sue and be sued in its corporate name, anC
TO own, hold, receive, loan, lease purchase
sell and convey or mortgage any and all Of
its effects or to hypothecate its property
other kind, nature or description, as ma,
be necessary TO carry out the objects ant
purposes of said business as its interests anC
conveniences may require.
ARTICLE VII.-The business of this cor
poration shall be directed by and vested il
board of directors of three members, twt
of whom shall constitute a quorum for tn,
transaction of business, and the said direc
tors as first constituted shall be John T
Logan. John D. Bailey and John Davidson
and they shall hold office until the frs
Tuesday in May, 1920, and on that day ant
on the same day thereafter, elections shall
be held annually for the directors at tn
principal office of the corporation. Failur
to hold an election on the day specified
; shall not dissolve the corporation, but th
directors in office shall hold their respec
tive offices until an election shall be hell
after thirty days notice of the time ant
place thereof given 10 each stakeholder. Tn
, annual election shall be held on the frs
. Tuesday of May, 1920, and thereafter on tn
first Tuesday of May. Of each succeeding
year, and the election shall be held betwee,
,
cancies on the board of directors for what
ever cause shall be filled by the remaining
directors. John T. Logan shall be the frs
president, John Davidson shall be the frs
vice-president and John d. Bailey shall b
the first secretary treasurer. and they shall
hold office until the first Tuesday in Nav
1920, until their successors are elected
and each succeeding board of directors shall
elect its principal officers for the term o
their election and only stockholders shall
be eligible for election as a member of tn
! board of directors. Directors may act eithe
in person by proxy.
ARTICLE VI1I.-Whenever this corpora
!, ton is dissolved, either by limitation or 70
any other cause, its affairs shall be liqui
dated by the board of directors. who ar
hereby vested with full power to sell an
or all assets of the corporation, either sepa
rately or in mass, and TO convey full an
complete title thereto, and shall have flu
power to do and perform all acts nece:
sary and proper to fully and completely Ii
. quidate the affairs and distribute the pre-
! ceeds, if any, among the stockholders of tn
said corporation to the amount of stock hel
Y by each.
= ARTICLE IX.-This act of incorporatio
may be amended, altered and modified G
e this corporation dissolved in the manner pr(
d lvided by law.
e Thus done and passed, in my notarial O.
d flee, in the City of New Orleans on III
S day, month and year first above written,
y the presence of Azelie Bennett and Rut
y M. Seller, competent witnesses, who hav
: hereunto signed their names, together wit
e the parties hereto and me, Notary, after
s reading of the whole.
n Witnesses: Azeiie Bennett Ruth n