The herald. [volume] (New Orleans, La.) 1905-1953, 1919-09-11
CHARTER.

vlcc-prcsident or the secretary treasurer.
ARTICLE III-The objects and purpose.
Of this corporation are hereby declared an.
stated to be:
To carry on business as bakers and manu-
facturers OF and dealers IN bread, tour
crackers. pies, cakes, biscuits, pastry, Ice
cream and other food products, al. kinds oil
pastry. brcad-stufi,, and other similar article
and farInauCc0us compounds and materials
OF every description; 70 Construct acquire
hire. hold, work, let and sell miIls' i4Ct!tltS
| bake houses shops, bindings, machinery
! and appliances suitable Tor such baking
manufacturing and dealing; 10 carry on such
business in the several states 81 the United
States and foreign countries, as ta'S cOrpoT-
alton may elect
ARTICLE IN.-The capital stock OF this
cnrp,ratlon is hereby fixed at the sum OF
| Twenty Thousand (SDOOnUOl Dollars, divided
! init two hundred 900 shares Of the par
! value Of One hundred (SlDOcUJ Dollars each,
! provided that the amount 10 which the CAPT.
| tai stock OF thlS corporation may be increased
| shall be One Hundred Thousand lSlpO,uJOOu)
! Dollars. Fifty per cent OF the capital stock
! Ot this corporation must be subscribed tor
! before the filing OF the articles OF IucorPora-
| ton. The subscribed capital stock Of this
| corporation shall be payable in cash and IN
property, real and personal No stakeholder
! shall ever be held liable responsible for
| the faults, contracts or debts OF this corpora
| ton in any further sum than the unpaid bal
ance due the corporation on the shares OF
stock subscribed for by him, nor shall any
mere informalty in the organization have
the effect of rendering this charter null Or
OF exposing any shareholder to any liability
whatsoever.
This corporation shall not engage in bust
ness until Ten Thousand t$lOODOO) Dollars
OF the capital stock shall have been issued and
actually paid in, either in cash or in property,
aforesaid. Ii any OF the stock OF this
corporation IS exchanged, in whole or in part,
for property, in that event the provisions OF
Section three 90 Of Act 2o7 oi 1914 shall
be strictly complied with.
ARTICLE V.-All the corporate powers Of
this corporation shall be vested in and ex-
erCised by a board OF directors composed of
three 90 stockholders. each Of whom shall
own. in his own right. during his term OF
office, at least tull-paid and unpledged
share OF the capital stock, which shall be
shown by his written declaration, two (D OF
whom shall constitute quorum for the trans
action OF business. The officers Of this cor
poration shall consist of president. a vice
president and general manager, and a sec
retary and treasurer, and the same person
may be elected to the office, OF vice -presf
dent and manager, and to the offices Of sec
rotary and treasurer.
TIL following named persons shall consti-
tute the board Of directors Of this corporation,
to-wit: Robert {. Perkins. Clinton Fulton.
and A. W. Page. with Robert c. Perkins as
manager, and Clinton Fulton as secretary
treasurer and these directors and officers
shall serve until the second Monday in Au |
gust in the year 1920, until their successors |
have been duly elected and qualified. There |
after, the directors shall be elected annually |
on tn second Monday in August OF each year, |
beginning with the year 1920; all elections of |
directors shall be by ballot and each stock
holder shall be entitled to one vote for each |
share OF stock standing in his name on the |
books OF the corporation, this vote TO be |
cast in person or by proxy, and it shall re-
qulre majority OF the stock present or rep
resented to elect
Failure to elect a board of directors on the !
second Monday in August, 1920. or annually |!
thereafter, shall not work forfeiture of this
charter, but the old board of directors shall !
remain in office until their successors are
elected and qualified.
ARTICLE VI.-The board of directors shall
hold regular meetings at such times as shall !
be fixed in the bylaws of this corporation.
These meetings shall be held at the domicie
OF the corporation, but the president may
call special meetings OF the board OF direc-
tors at such times as he may deem advisable.
and he shall be required to call such special
meetings whenever requested TO do SO by two
members of the board OF directors. Three
days notice of such special meetings shall
be given in writing TO the directors unless
waiver of notice is signed by the directors.
Any vacancy occurring on the board. either
from death resignation, or inability to serve
shall be filled by the board Of directors at
Is next regular meeting after such vacancy
shall have occurred. The first board of di-
-ectors Of this corporation shall be required
% draft suitable bylaws for the government
II this corporation, which may be altered.
,ase may require.
ARTICLE VII.-The stock of this corpora
ION may be transferred, provided such trans
hall la .lal -, A.
corporation before it shall be required to
recognize the transfer or the new holder of
said stock. The total amount of the sub
'crlbde stock, as herein set forth, is the sum
If Twenty Thousand (S20OOOOO) Dollars which
S hereby authorized to be issued fully paid
and worcestershire. for cash, or in exchange
Tor property or services, according TO law.
That. as hereinafter provided. no share
'r interest in the company shall at any time
De transferred to any person not already a
shareholder, long any shareholder is
willing to purchase said share or interest
It the prescribed price. That in order to as
certain whether any shareholder is willing
o purchase any such share or interest, the
person, whether a shareholder of the company
n not, proposing to transfer the same. here
natter called the retiring shareholder" shall
'ive notice IN writing to the company that ,
lie desires to transfer the same and such
or the sale OF the share or other interest to r
my shareholder of the company at the pre- ;
crlbed price. That if the company shall |
within the space Of thirty days after such {
lotice find a shareholder desiring to pur-
base such share or interest, hereinafter call
d the purchasing shareholder and shall
I'VE notice thereof to the retiring sharehold- :
r he shall be bound at such time within :
fifteen days thereafter as the company shall )
ppont upon payment of the prescribed price | !;
D transfer such share interest to the pur- :
hasing shareholder That if in any case :
ne retiring shareholder after becoming bound 4.
5 aforesaid, makes default in transferring !
UGH share or interest. the company NAV re- =
Give the purchase money and shall there 8
pom cause the name of the purchasing share =
older to be entered upon the register as the !;
older OF such share interest. and shall s
old the purchase money in trust for the re- {
ring shareholder, his executors. admins y
,ators, or assigns, and the receipt of tht a
1mpany for the purchase money shall be y
BOD discharge to the purchasing shareholder s
nd he shall not be bound to see to the an | ;,
cation thereof. and after the name of the
irchasing shareholder has been entered in
lie register in purported exercise of the a
oresald power, the validity of the proceed u
gs shall not be questioned by any person &c
I'd the purchasing shareholder shall be a
,emed and taken to be the owner of tine Sc
nd share or interest. That the pre W
rlbed price shall mean the amount paid in pi
| such share or interest. plus the propor d
onate part OF undivided profits. provided n
at If instead of there being undivided pro. s.
IS there exists an impairment of capital of d.
e SAID company, then the proportionate mart
such impairment shall be deducted from pc
e amount paid in upon such shares or in re