The herald., 1919-06-19
CHARTER.

all kinds and description, utilized in trans;
portaton, both for the corporation itself and
as agent or broker fer others. To transport,
carry haul, or caused to be transported,
carried or hauled, by land, water or air, mer-
chandse, wares, live stock, raw products,
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, 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 such other bust
ness may be found necessary or convent.
ent for properly effectuating the aforesaid
purposes 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 (Sl0,OO0.0O) 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,
at such times and in such installments
may be prescribed by the Board of Direc-
tors. This corporation shall become a going
concern and shall be authorized to commence
business when Five Thousand (SS,O0.0O) Dol
lars of its capital stock shall have been sub
scribed for, as provided by law, and when
Twenty-Five Hundred ($25oOOO) Dollars OF
the capital stock shall in fact have been
paid for, either in cash its equivalent.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum OF
One Hundred Thousand Dollars (sl0OJ00.0O,
by a two-thirds vote of all the stock presen,
or represented at a special meeting called
for that purpose, 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 anI counter-signed by the Vice
President; if authorized by resolution OF
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 stockholder 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 price not exceeding the book
value thereof, and the stockholders shall
have an option and first right to purchase
of by sale or by the death, resignation or
otherwise, of any of the stockholders of the
corporation, and shall have 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 otherwise
dispose OF 1T in any manner and at any
price that he or 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 provision; and such sale
or transfer if made, shall be void, and this
Company shall be under obligation to
| list said stock on its books or to regard the
holder of the certificate thereof
ARTICLE VH.-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 con-
| stitute quorum for the transaction of busi-
| 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
groprlate resolution to that effect The
first Board of Directors of this Company shall
be composed of the following: c. b. Craft
Emanuel Ssmuels. Albert B. Breedlove. with
Breedlove, Vice President; C. B. Craft, Sec
rotary. And they shall serve until tn,
fourth Wednesday in June, 1919, or unit
their successors are elected and qualified
the stockholders, at meeting held on tn,
fourth Wednesday of June, in each yea
thereafter. Notice of such meetings shall
be given fifteen days prior to the date o
stockholder. at his last known address
Each stakeholder shall at such annual meet
ing or other meeting, general special, b.
entitled, IN person or proxy to one vote TO
tions shall be held under such rules AM
regulations as may from time to time be de
termined by the Board of Directors. Thu
Directors when elected, shall hold office TO
been elected and qualified; and failure t.
hold the annual meeting of stockholders, o
to elect annually the Directors, shall no
operate the forfeiture of this charter o
ring in the Board of Directors may be file,
by the Directors for the unexpired term.
ARTICLE VIII.-This charter or act o
incorporation may be changed, modified, al
tered or amended by and with the consen
of two-thirds of all the stock present at an!
meeting, general or special, held for tina
purpose; and such amendment may be ma
terial immaterial, subject only to limita
tons as may be by law provided; and thi
corporation shall have the power to increas
or decrease its capital stock as herenbefor
set out, and any increase in the capital stoc
in excess of the amount named herein a
the amount to which it may be increase
may be made by a three-fourths vote of al
outstanding stock.
ARTICLE IX.-Notice of any and all meet
. tings referred to in this charter or require
by law, shall be given in the manner pre-
,, vided in giving notices in case of election:
!; unless the same shall have been waivet
r In case of the dissolution, liquidation c
termination of this charter, by limitation {
otherwise, the affairs of this corporation sha
: be liquidated by one or more liquidatoi
i elected by the stockholders, who may pr,
. vide the number of said liquidators and We.
. them with such and authority as may
, law be permitted, and fix the terms and col
ditions upon which they shall serve an
their compensation, and provide that in ca:
I or death or disability of any one of sal
!. liquidators, the remaining liqudators ma
, fill the vacancy or continue to act on. beha
! of the corporation.
: ARTICLE X.-No stakeholder of this CO
|. porstion shall be liable or responsible f
! any costs, contracts, debts or faults of tn
mere informality in organization have Il
effect of rendering this charter null and vol
: or of exposing stakeholder to any liabili
n beyond the unpaid balance due on the sto,
r held by him.
: ARTICLE M.-The subscribers here
4 have written opposite their names the nur
Der of shares subscribed to by each of the
g and their post office addresses, so that tn
4 charter may serve as the subscription Ii
o of the corporation all of which subscription
s are payable in the manner and form set o
4 herein.
:. Thus done and passed at my office in L
:. CRY of New Orleans. Louisiana, on the da
: month and year herein first above write