The herald., 1919-01-02
CHARTER.

! ueht, VINO Is acting President of a;,
corporation. and in the event of III Sald
| sence or inability 10 act. then unn,, . az
| Secretary Treasurer. wv" the J
| ARTICLE HI-The objects and
poses fer which this corporation rur-
sahiz'd ana the nature of tho business
| 10 be carried on by ii. are hereby ~
! clared to be: to own, possess. has. s u
| operate and work mines of any ana I'll h;
Kinds; ana 10 own lease. sub lease bn,
and sell lands. timber turrar.tfu.' uu!
/ pentine stills. >awmillS. blaming TriIr Iur-
ana all the by-products of timhnr -
! operate, establish and lease turu.n,;aV
>uiIs or anything connected therrwitL , to
/ own, Dulld, operate and lease railroqds
| tram-WaE>. steam vessels sailing y,SsiS'
! or any nature of watercraft thar n,.,. -,
! necessary In connection with its bushes"
and to operate. sell OF lcd>r SAM" -
eugaG" III or conduct general rpercon
tile business, both wholesale and r.,i,
! ut any pOlut or points desired ana -.
! operate, buy, sell or lease same; to mann
! facture machinery or any kind of in,nIa
| mcntS; 10 conduct. buy. sell Ip9Sa w.
! deal in agricultural property: 10 enp,,,a
in the raising of live Stork or 10 GssI
in same: and to operate own or Ill 81
any Kind OF manufacturing plant or bn.;
, ness. not specially prohibited bv law. 70
| act rs Agent or Attorney -iu-faCt for inv
alvidualS or corporations and as such to
conduct any kind of business for nrrson
or corporations. and buy and sell on CON,
| mission or otherwise. and conduct =
| general commission business. and psp
lerally TO do and perform an and all 1ctS
or business not contrary to the laws az
| the State Of Louisiana. ana all The ri,hV
| herein granted may be exercised and
business conducted, at auy place or pl,reS
! that the said company may see fit So 70
! do. without any restrictions whatrver ~
| to States or Countries.
| ARTICLE IV.-The capital stock Of thi,
| corporation H. hereby fixed al the Snro
of SlOo,OO00O divided into 900 shares Of
$4,000 each. which said stock shall 10
paid for in cash or its equivalent AT surb
| time and in such manner rs the RoarJ
| or directors may determine, or NAV he
issued AT par in payment of property
actually purchased and such stock "a -
sued snail be- full paid and worcestershire
| All in conformity with and under tho ra
strictionS of the presently existing cor
porate laws of Louisiana. This corpora
| tion shall be authorized to commence
| business and be Il going concern aS
soon as fifty per cent (50co) of lis
capital stock is subscribed and paid for,
| The shares of stock shall be transfer
able only on the books of the cOrpOratiop
and no transfer of stock shall be hind
| ing or have any effect on this corporation
unless and until made upon its hooks
| The capital stock of this corporation may
/ he increased to an amount of 5000 OOO IN
! by a vote of twO-thirds of all of the
outstanding stock at meeting of the
stockholders called for that purpose in
| meeting to elect Directors.
ARTICLE V.-Al of the corporate
powers of said corporation shall he vested
in and exercised by Board of Directors
composed of not less than three nor more
than five stockholders. Said Directrs
shall be elected annually on the third
Monday in January-in each year at a
general stockholders meeting, except the
first Board, appointed in this Charter,
who shall hold their offices until the
| third Monday in January, 1919. All such
| elections shall be held by ballot and con-
Quoted at the office of the corporation.
Notice of such meeting and of all other
| stockholders meetings shall be given in
the manner prescribed by law, and when
rot so prescribed, then written notice of
| such meetings shall be deposited at least
such meeting in the postoffice of the City
of New Orleans, addressed to each stock
holder at his last known residence or
place of business. At all such elections
holder shall be entitled to one "a vote
for each share of stock standing in his
name on the books of the corporation to
be east by him in person or by his written
proxy, and Il majority of the votes cast
shall elect. Any vacancy occurring among
the directors by death. resignation or
otherwise, shall be filled by election for
the uneXpired term by the remaining d.
the day above specified shall not dissolve
the corporation nor impair its corporate
existence or management, but the direc-
tors then in office shall remain in office
until their successors are elected and
qualified. The Board of Directors shall
elect a President. and one or more not
to exceed four Vice-Presidents, and Sec,
rotary Treasurer. The President and
Vice Presidents shall be stockholders and
Directors of the Corporation, but the
Secretary Treasurer may or may not be
n Director or stakeholder. at the discre-
ton of the Board of Directors. The num-
her of Directors shall be determined by
the stockholders at each annual meeting,
and the number of Vice Presidents shall
In Il hU hn
of Directors. The Board of Directors
shall have power and authority to appoint
such agents, managers, officers and other
employees necessary in their judgment
to conduct the business of the Corpora
ton, and to give to such agents, managers,
officers and other employees such au-
thority as they may deem necessary for
the purpose and business of the Corpora
ton. The Board shall have the power to
fix the cOmpensatiOns and define the
duties of every officer and employe and
all agents, managers, officers and other
employees shall hold office and employ
ment at the pleasure of said Board. Inc
Board may make and establish, as wen
as alter and amend, any and all bylaws;
rules and regulations necessary ana
proper in its Judgment for the conduct
support and management OF the business
and affairs of said corporation. AT all
meetings of the Board of Directors each
director shall have the right to appoint
proxy to act in his place and stead,
the person so appointed need not be
Director but must be a stakeholder. Ine
Board shall have full power and authority
to borrow money, execute mortgages ana
create liens; to issue bonds, notes and
other obligations and TO secure the same
by mortgages, pledge or otherwise; and
generally to do any and all things reason
able, convenient and necessary Tor ths
proper carrying on of the business ana
affairs of said corporation. The FIRST
Board of Directors shall be composed OF
Walter Il. Chilean, Buckner Chipley, ana
ohm A. Taylor, whose present addresses
are set opposite their respective names 70
the subscription to the capital STOCK Oh
this corporation. The Board or Dlrec
tors shall at its first meeting eject tns
officers of this Corporation, In accoru
with the terms of this Charter
ARTICLE vI-Whenever this corpora
ton shall be dissolved, either Dy nu ..
ton or from any other cause, It's aIIairs
shall be liquidated by three comihis
sioners to be appointed from amongst the
stockholders at general meeting OF tne
stockholders convened for such purpose,
two thirds in amount Of the capitai stoGS
of said corporation represented at said
meeting shall be requisite to elect o SAN
commissioners shall remain in ofilce until a
the affairs of said corporation shali nav
been fully 1iquidated. In case Oh .ne
death of one or more OF the conhis
sioners the vacancy or vacancies snali oe
filled by election by the surviving conf com,
missioners Said commissioners shalI