The herald. [volume] (New Orleans, La.) 1905-1953, 1919-01-02
CHARTERS


real, 10 issue bonds, and, if desired. TO Sc
cure the same by mortgage; to buy and hold
stock in other companies incident to the
objects and purposes or to the expansion OF
the business interests of the corporation; tC
name, elect and appoint such managers
agents directors or officers as its business
| interests may require, and TO make and
establish, alter and amend its bylaws, rules
and regulations for its proper government
! as may be deemed necessary and proper
| and generally to do any and all things Incl
dent TO or necessary and proper for the ex-
tension OF the business in which the corpO-
ration IS engaged.
ARTICLE IL-This corporation shall be
domicied in the City Of New Orleans, in the
State OF louisiana and all citation or other
legal process shall be served upon the Presi-
dent of the corporation, and in the event Of
his absence upon the Nce-President.
ARTICLE III.-The objects and purposes
| for which this corporation is organized and
created, and the nature of the business to be
| carried by it are declared to be as fol-
| lows: To carry the business of a pub.
lie warehouseman as defined by Act $50 of
| 1888, and acts amendatory thereof, and for
| the purposes OF said business to have and
enjoy all the powers, rights and privileges
| given and granted under the said acts; and in
| connection with the said business to buy, sell,
| lease, improve and construct as well as es-
| tabllSh warehouse or warehouses in the City
OF New Orleans, vicinity, State OF Louis
| lana. to conduct and carry on such other
business as may be found necessary or
| convenient for properly effectuating the
of the properties, rights and privileges of
| said corporation.
ARTICLE IV.-The capital stock of this
| corporation is hereby fixed at the sum of
Five Thousand Dollars (S5,OO0OO), and shall
| be divided into and represented by fifty
shares of the par value of one hundred dol
lars each. Said stock shall be paid for
| in cash or its equivalent, provided by
| law, and in such manner and at such times
! and in such instalments as may be pre-
| scribed by the Board of Directors. This
| corporation shall become a going concern and
shall be authorized to commence business
when Twenty-Five Hundred Dollars of its
capital stock shall have been paid for
either in cash or its equivalent, provided
| by law, and when twenty-five Hundred
Dollars OF the capital stock has in fact been
| subscribed for.
ARTICLE V.-The capital stock of this cor
poratIon may be increased to the sum of
Fifty Thousand Dollars, by two thirds vote
OF all the stock at a special meeting, called
| Tor that purpose, or at a regular annual
meeting OF the corporation.
ARTICLE VI.-All certificates of stock is
sued by the Company shall be signed by the
President and cOunter-signed by the Vice
| President or. if authorized by resolution of
the Board of 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
regulation and formalites 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 Directors, at price not exceeding the
book value thereof, and the stockholders
shall have an option and first right to pur-
chase all the shares of stock to be thus
a - sod - IL Al
nation or otherwise of any of the
stockholders of the corporation, and shall
have period of ten days in which to
accept or decline such offer of stock. Should
cline to purchase said stock, then the stock
holder or stockholders who made the offer
to sell or otherwise dispose of the stock
may sell or otherwise 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 condition and understand
ing that no stakeholder 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 certifi-
cate thereof.
ARTICLE VI1.-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed
OF three stockholders, two of whom shall
business The Directors of this corpora
ticn may vote in person or by proxy at
any OF the meetings of the Board of Direc-
tors; and the Board of Directors may dele
gate any of its powers to any officer or of.
ficers or any other representative of the
company by appropriate resolution to that
effect. The first Board of Directors of
this Corporation shall be composed of Eman-
uel Samuels, Solomon Brown, and Sim. III.
Lowenburg, with said Emanuel Samuels as
PRESIDENT. Solomon Brown, as Secretary
Treasurer, and Sim. H. Lowenburg, Vice
PRESIDENT, and they shall serve until the
second wednesday in January 1920. or I'M.
fled The Directors shall be elected an.
nually by the stockholders at a meeting
held on the second Wednesday in January,
meetings shall be given ten days prior to
the date OF the meeting, in writing, and
sent to each stakeholder at his last I,own
address. Each stakeholder shall, at such
a. meeting or other meetings, general
or special, be entitled, in person or bv
proxy; to one vote for each share of stock
owned by him. Elections shall be held
under such rules and regulations as NAV from
tine 10 time be determined by the Board
OF Directors. The Directors when elected
shall hold office for one year, or until their
successors shall have been elected and ouaIi-
tied; and failure to hold the annual meet
ing OF stockholders or to elect annually the
Directors, shall not operate the forfeiture
OF this charter or any rights thereunder
Any vacancy occurring in the Board of Di
rectors may be filled by the Directors for
the unexpired term.
ARTICLE VIII.-This charter or act NJ
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 amendments NAV be ma
terial or immaterial, subject only to limita-
ton as may be by law provided: and This
he
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 three-fourths vote of ali
outstanding stock
ARTICLE 1X.-Notice Of any and all meet
ings referred TO in this charter or required
by law, shall be given in the manner pro-
vided in giving notices in case of election,
unless the same shall have been waived In
case Of the dissolution, liquidation or termi-
nation of this charter, by limitation or
otherwise, the affairs of this CORPORATION
shall be liquidated by one or more liquida.
tors elected by the stockholders who NAV
provide the number OF said Liauidators and
vest them with such power and authority as
may 10y law be permitted; fix the terms
and conditions upon which they shall serve
and their compensation, and provide that |
IN case of death or disability of anyone of
said liquidators the remaining liquidators |
my M the vacancy or continue to act on
behalf OF the corporation. |
ARTICLE X.-No stakeholder of this cor.