The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-10
CHARTER.


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 aircraft, 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 busi-
ness may be found necessary 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,WO0o) Dollars, and shall
be divided into and represented by one hun
dred 600 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
at such times and in such installments as
may be prescribed by the Board of Direc-
concern and shall be authorized TO commence
business when Five Thousand (S5,0OOOO) Dol
lars of its capital stock shall have been sub
scribed for, as provided by law, and when
the capital stock shall in fact have been
paidlror, either in cash its equivalent.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum Of
One Hundred Thousand Dollars (Sl00,0O00O1,
by two-thirds vote of all the stock present
or represented at a special meeting called
tor that purpose, or at a regular annual meet
ing of the corporation.
ARTICLE VI.-All certificates of stock is
sued by the company shall be signed by
the President an2 counter signed by the Wise
President; or If authorized by resolution OF
II. Poard CT Directors, shall be signed by
the President, and counter signed 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 formalities as may be by
the Board of Directors from time to time pre-
scribed
No stakeholder 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 Di-
rectors, at a price not exceeding the book
have an option and first right to purchase
all the shares of stock to be thus di sposed
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 or otherwise dis
pose OF the stock, may sell or otherwise
dispose of it in any manner and at any
price that he they may see fit But
each share of stock is issued under the con-
dition and understanding that no stockhold-
er shall make a sale or transfer of his stock
in violation of this provisions; 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-
erclsed by Board of Directors composed
OF three stockholders, two of whom shall con-
stltute 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, and
the Board of Directors may delegate any of
its powers to any officer or officers or any
other representative of the company by ap-
proprtate resolution to that effect. The
first Board of Directors of this Company shall
be composed of the following: c. B. Craft,
Emanuel Samuels, Albert B. Breedlove, with
Emanuel Samuels, President; Albert B.
Breedlove,. Vice President; c. B. Craft, Sec.
rotary. And they shall serve until the
fourth Wednesday in June, 1919, or until
their successors are elected and qualified
the stockholders, at meeting held on the
fourth Wednesday of June, in each year
thereafter. Notice of such meetings shall
be given fifteen days prior to the date Of
the meeting, in writing. and sent to each
stockholder. at his last known address.
Each stakeholder shall at such annual meet.
ing or other meeting, general or special be
entitled, IN person or proxy to one vote for
each share of stock owned by him. Elec-
tions shall be held under such rules and
regulations as may from time to time be de.
termined by the Board of Directors. The
Directors when elected, shall hold office for
one year or until their successors shall have
been elected and qualified; and failure To
hold the annual meeting of stockholders. or
to elect annually the Directors, shall not
operate the forfeiture of this charter or
any rights Hereunder. Any vacancy occur
ring IN the Board OF Directors may be filled
by the Directors for the unexpred term.
ARTICLE VIII.-Ths charter or act of
incorporation may be changed, modified. al.
tered or amended by and with the consent
of two-thirds of all the stock present at any
meeting, general or special, held for that
purpose; and such amendment may be ma.
terial or immaterial, subject only to limita-
tons as may be by law provided; and this
corporation shall have the power to increase
or decrease its capital stock as hereinbefore
set out, and any increase in the capital stock
In excess OF the amount named herein as
the amount to which it may be increased
may be made by a three fourths vote of all
outstanding stock.
ARTICLE IX.-7Notice of any and all meet.
iings. referred to in this charter or required
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 or
termination of this charter, by limitation or
otherwise, the affairs of this corporation shall
be lrquidated by one or more liquidators
elected by the stockholders, who NAV pro-
vide the number of said liquidators and YES,
them with such and authority as may BY
law be permitted, and fix the terms and con-
drtions upon which they shall serve and
their compensation, and provide that in case
or death or disability of any one of said
iiquidators, the remaining liquidators NAV
MI the vacancy or continue to act on behalf
OF the corporation.
ARTICLE X.-No stakeholder of this cor
poration shall be liable or responsible for
any costs, contracts, debts or faults of this
company, or any of its officers, nor shall any
mere informality in organization have the
effect of rendering this charter null and void,
or OF exposing a stakeholder to any liability
beyoLd the unpaid balance due on the stock
held by him.
ARTICLE M.-The subscribers hereto
have written opposite their names the num-
Der OF shares subscribed to by each of them
and their. post office addresses, so that this
charter may serve as the subscription list
OF the corporation; all of which subscriptions
are payable in the manner and form set out
herein.
Thus done and passed at my office in the
City of New Orleans, Louisiana, on the day,
month and year herein first above written.