The herald., 1919-01-09
CHARTERS

import, or otherwise deal agricultural pro- /
ducts and other merchandise tor lis own &C /
count agent for others; the whole In the /
State OF Louisiana or elsewhere, and this
corporation Is empowered TO do and perform /
any other acts and business incidental or
germane to the objects and purposes herein /
expressed but this corporation shall never
engage in speculation on the market price OF
any commodity.
ARTICLE IV.-The authorized capital stock !
OF this corporation is hereby fixed at the |
sum of Forty thousand $4,000 Dollars, dI |
vided into four houndred 600 shares Of the /
par value of One Hundred $4,000 Dollar, +.
each; the said stock shall be issued for /
cash, and this corporation shall commence
business and become going concern when /
the sum Of Twenty Thousand Dollars OF its /
capital stock shall have been subscribed and
paid for. The said stock shall be fully /
paid up at the time OF its issuance and be
worcestershire. The said Appearers declare
tina; they each hereby subscribe for the MINI
Der OF shares OF the capital stock Of this
corporation set opposite their respective sig
natures hereto. No present or future stock /
holder shall ever validity sell assign. or
transfer. other than by inheritance, any OF
the capital stock OF this corporation until
the same shall have been first offered u
the remaining stockholders for the benefit
OF those stockholders who may desire to pur
chase the same. through the board Of direc-
tors. for a period Of ten days, at the book
value OF such stock, shown by the books
OF the corporation on the Isl day of August
last preceding the date Of such offer. It
shall be the duty OF the board Of directors
promptly. upon receiving an offer OF sale
| Of any Of the capital stock Of this corpora
| ton. to communicate the same 10 the stock
| holders, in writing. through the Secretary
| Of the Company, and each OF the said stock
| holders shall he entitled to purchase such
proportion Of the stock offered for sale
the number Of shares owned by him at the
| time bears to the number of shares owned by
| all other stockholders desiring to partici-
| r,.fa N, N, 10 la-
| closure attachment or other process or by
virtue Of any power Of attorney. pledge or
/ hypothecation, shall be validity made until
| the foregoing requirements have been COM
piled with by the person Or persons, firm or
! corporation provoking such foreclosure or
| sale. The board of directors shall have All
| thority, however TO waive the above re
| quiremcntS IS 10 any particular hyp0theca-
! ton pledge Of stock. by resolution adopt
| cd at a regular called meeting OF the
| Board. at a meeting attended by all the
members Of the board Of directors. such reso-
luton being adopted in advance Of the
pledge or hypothecation.
ARTICLE N.-All the powers Of this cor
poratiou shall be vested in and be exercised
| by Il board OF three directors, who shall be
| bona fide stockholders Of the corporation. and
the first board Of directors shall consist Of
| Jack Bornemann, who shall be President
| II. p. Ninet. who shall be Vice President
| and Secretary; Emil Christ. The Board OF
| Directors may elect Treasurer for the cor
| pOrdtlon al any time they may see lit or
| they may dispense with the office Of Treas
| urer. in their di secretion. The above named
board Of directors shall continue to hold Of
flee until the second Tuesday of October.
! 1910, and until their successors are elected
and qualified. and all succeeding boards
| shall hold office for one year and until their
successors are elected and qualified. The
persons to be hereafter elected directors for
subsequent years shall select from among
their own number a President, a Nce-Presi-
dent and a Secretary. On the second Tues
day OF October Of each year. the stockhold-
ers shall elect a Board of Directors for the
| Tuesday Of October shall fall upon legal
holiday, then such election shall be held
upon the next succeeding business day. the
board of directors already installed to con-
tnue in office until their successors are
elected. The election of directors shall be
by ballot, and the persons receiving the
| majority OF votes cast shall be declared
elected. For electng directors or for any
other purpose, each share of stock shall be
entitled 10 one vote, whether present or by
proxy, but no fractional share shall be en-
titled to vote A majority of the directors
voting at any one time shall be required TO
pass any resolution or adopt any bylaws
and whicn, when so adopted. shall become
valid corporate acts, provided a quorum OF
he directors were present at the time of such
action. In case OF vacancy on the Board OF
among the officers. caused by death, resig-
nation or removal by two-thirds of the vote
: of the Board or for any other cause the re.
manning members Of the Board shall have
the power to fill such vacancy. Said Board
of Directors shall have the power TO enac
: such by laws, rules and regulations as If
their opinion, may be necessary and proper
tor the management. operation and cOntrO
| OF the business of said corporation They
stall employ or approve of the employment
OF all OF the managers. agents and EMPLOYEES
Of the corporation. but the said Board Shall
, not be empowered to employ any person. il
any capacity, other than from. month Il
month, or If any person be employed on
commission basis, such employrnent or en-
gagement may be terminated BY one month
notice. At all meetings of directors eacl
director shall be empowered to vote and &C
, IN person or by proxy as fully as though
himself present
stockholders for election of directors, or 70
any other purpose, shall be given in writin;
by the Secretary. TO be deposited in the maj
f at least Is days before such meeting is held
4 and directed to each stakeholder at his las
known address, as the same shall appea
upon the books of the corporation, unless sal,
notice is waived in writing by all of tn
f stockhoIders appearing upon the books. A
ali meetings of stockholders majority O
the votes cast shall be sufficient to elect o
decide all questions voted upon, except TO
r alteration, amendment the dissolution o
= the corporation.
i ARTICLE VII.-This act of incorporate,
n may be altered, amended or modified n
, the corporation dissolved, by vote of two
: thirds IN amount OF the capital stock repre-
l. sentei at general meeting of stockholders
] called tor that purpose. after notice as pro
, vided in Article VI of this Act; and i,
= case OF dissolution, the stockholders at sucI
e meeting shall elect two Hqudating commits
y sioners, who shall have entire charge o
such liquidation, with authority 10 sell an,
/ dispose OF the assets of the corporation, an,
e 10 III vacancies occurring in their number
f ARTICLE VIII.-No stakeholder shall b,
:, held liable or responsible for the contract
or faults OF this corporation in any fur
f Their sum than the unpaid balance due to IN,
corporation on the shares owned by him
0 nor shall any mere informality in organi
: cation have the effect of rendering thi
: Charter null, or of exposing a stakeholder t,
:, any liability beyond the amount of his un
!, paid stock.
) Thus done and passed at my office, in thu
:. City of New Orleans, on the day month, ant
:. year first hereinabove written. in the pres
5, ence of Ernest Bornemann and Frances Els
u Ter, competent witnesses, who hereunto sig1
e their names, together with said appearers AM
e me. Notary, after reading of the whole.
:, Witnesses: E. Bornemann. F. Eisler.
+ Names of subscribers omitted
$. CHAS. F. FLETCHLNGER.
Notary Public.
i, the undersigned Recorder of Mortgage:
for the Parish of Orleans State of Louisian;
c. hereby certify that the above and foregoin
Act of Incorporation of Crescent Cotton Co
Inc, was this day duly recorded in my o
flee, in Book 1872. Folio -. New o.
Ieans Ia January 1910