The herald., 1919-10-02
CHARTER.


. this Corporation shall be the Merchant.
/ Wholesale Grocery Company Inc" an(
under that name il shall have and en-
/ Joy all of the rights. advantages and pri
HileGeS granted by law to corporations
it shall exist for Il period of ninety nine
years from the date hereof; it shall have
power aud authority to sue and be sued
in its corporate name: to make and uSt
a corporate seal ana the same to brea /
or alter at pleasure: to hold. receive. pur.
chase, convey. mortgage and hypOthecatt
property, rcak personal and mixed. t.
Issue bonds, notes and other obligations
to have ana employ such managers. of.
fiC"r>, directors and other employees OF
agents Us the interest aud convenience OF
tn" corporation may require or demand and
TO max" such bylaws. rules ana regula-
ton> for the corporate management and
control of its business and affairs rs may
be deemed necessary and eNpedicnt.
ARTICLE II-Thr 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 ana in his alb
>"ncc on the president of the said
corporation. In the absence of the pres
idcnt and vice president. then the process
shall hr served on the secretary of the
said corporation.
ARTICLE lII.-Thc objects and pur-
poses of this corporation are hereby de
clarcd to tie to engage in the wholesale
grocery business ami the feed. hay, grain
aud 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 Wis" related to, the grocery, produce
i =.
turC. or to cause to bS manufactured
amy and all wares and merchandise dealt
in related to the said business: to Oper-
ate a bakery. or bakeries to import. eX-
port and to store all commodities dealt i'll
in said business; to operate, own. hire
lease or rent stores, WarerOOmS and ware
houses necessary to said business; to ac-
Quire and own patents and trade marks
in relation to food StUtfS. groceries and
other merchandise, to issue notes or
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 in
relation to the business itself: to own
real estate for uses in said business, or
accessory thereto and to all things re-
quiSite and necessary for the proper and
successful conduct of the said business.
ARTICLE VI-The capital stock of this
corporation is hereby fixed at the sum
Of five thousand dollars ($5000.00) divided
into one hundred shares of the par value
Of fifty $4,000 dollars each, which shall
he paid for in cash on the call of the
Board of Directors. or may be issued at
not less than par for property purchased
by or services actually rendered to the
corporation. The capital stock of this
corporation may be increased to sum
not exceeding three hundred thousand
(S300. 100000 dollars. which may be com
mon or preferred, or both.
All shares of stock shall be full-paid
and worcestershire. No transfer of stock
shall be binding upon the corporation
unless made upon its books and all certi-
ficates of stock shall he signed by such
officers as may be designated by the
Board of Directors.
ARTICLE V.-All the corporate powers
Of this company shall be vested in and the
management and control of its business
and affairs shall be exercised by Il Board
of Directors composed of three stock
holders, which number may be increased
to not more than eleven, at the discre-
ton of the Board of Directors. \ MAORI
ty of the directors shall constitute a
quorum for the transaction of all bust
ness The directors shall be elected an
nually by ballot of me stockholders on the
third Wednesday i'll August of each year.
All elections shall be held under such
rules and regulations as may be deter
mined by the Board of Directors, but
after at least fifteen days notice thereof
shall have been given to each St0ckholder,
by a notice thereof delivered personally
to each stakeholder, or by depoSitinS i'll
the postoffice properly addressed a notice
to each stakeholder. The directors thus
elected shall continue in office for one
year or until their successors have been
duly elected and qualified. All stock
holders shall be entitled in person or by
N-nta .lsh shsNr
of stock owned by him and standing in
his name on the books of the corporation.
No failure to hold an election shall be re-
garded as forfeiture of this charter.
ANY vacancy occurring on the Board or
Directors shall be filled by the remaining
directors for the uneXpired term Said
Board of Directors shall likewise elect the
additional member should they deter
mine to increase the number of the board
as hereinabove provided. Said Board OF
Directors shall elect from among its num-
Der Il president. Il Vlce-presldent ana Il
secretary treasurer. 1t may combine any
two or more of said offices into one and
NAV elect n secretary who is not stock
holder or director. Said Board of Direct
ors shall have the right and power to
appoint and dismiss such clerks or other
employees of the corporation, including
the secretary who is not StOckholder or
director as conditions may justify or the
The tenure of office of all employees OF
the corporation shall be during the plea
sure of the Board of Directors.
The first Board of Directors shall be
composed of G. Q. Millwee, Henry L.
Phillips and |. c. WaggOner with q. O.
Milwce as president l. c. WaggOner as
vice president. and Henry l.. Phillips as
Secretary treasurer and they shall con-
time TO hold office and to serve until
their successors shall have been duly
elected and shall have qualified
ARTICLE IV.-No stakeholder shall
ever be held liable or responsible for the
contracts faults or debts of this corpora
ton. nor shall any mere informally IN
its organization have the effect or rend-
ering this charter null or of exposing
stakeholder to any liability beyond the
unpaid balance due on the shares of stock
owned by him.
ARTICLE VII.-This act of incorpora-
ton may be changed, modified or altered
by a vote of two-thirds of the persons
owning capital stock of this corporation