The herald., 1919-04-17
CHARTER

| ARTICLE 1.-The domicile of said cor
poration shall be in the city OF New Or
leans, State OF Louisiana, and all citations
and other legal processes shall be served
upon the President, or in the event OF IN
absence or inability to act, then they shall
be served upon the Vice President, who /:
acting President, of said corporation, and II
the event of his absence of inability 10 act
then upon the Secretary Treasurer.
ARTICLE IlI.-The objects and purpose
for which this corporation IS organized ant
the nature OF the business to be carried OF
by it, are hereby declared to be: to own
of any and all kinds; and to own, lease
suitcase, buy and sell lands, timber, tur
pentine, turpentine stills, sawmillS, planin.
mills, etc; and all the by-products of tim
Der; to operate, establish and lease turpcn
tine stills anything connected Herewith
to own, build, operate and lease railroads
tram-ways, steam vessels, sailing vessels
or any nature of water craft that may bt
necessary in connection with its business
and to operate, sell or lease same; to en-
gage in or conduct a general mercantile
business, both wholesale and retail, at any
point points desired, and to operate buy
sell or lease same; to manufacture machinery
or any kind of implements; to conduct buy
sell. lease or deal in agricultural property
TO engage IN the raising of live stock, or t.
deal in same; and TO operate, own or lease
any kind of manufacturing plant or bust,
ness. not specially prohibited by law; to act
| as Agent or Attorney-in-fact for individuals
or corporations, and as such to conduct any
| kind of business for persons or corporations
and buy and sell on commission or otherwise
and conduct general commission business
and generally to do and perform any and
| all acts or business not contrary to the
| laws of the State of Louisiana; and all the
| rights herein granted may be exercised and
business conducted, at any place or places
| that the said company NAV see fit so TO do
| without hot
States Countries
| ARTICLE IV.-The capital stock of this
! corporation is hereby fixed at the sum of
! Fifty Thousand Dollars C$5OGOOO. divided
INTO tive hundred $500 shares of. One Hun
| dred Dollars (Sl0000 each. which said
stock shall be paid for in cash or its equiva-
lent, at such time and in such manner as
| the Board Of Directors may determine. or
may be issued at par in payment of property
actually purchased and such stock so is.
sued shall be full paid and non asses sable
All IN conformity with and under the re-
| strictIons OF the presently existing corporate
| laws OF Louisiana. This corporation shall
| be authorized to commense business and be
a going concern as soon as fifty per cent
| 5000 of its capital stock is subscribed and
paid for. The shares of stock shall be
transferable only on the books of the cor
poration and no transfer of stock shall be
| binding or have any effect on this corpora.
! ton, unless and until made upon its books
Inc capital stock of this corporation may be
| increased to amount of One Hundred Thou
sand Dollars ($lOOOOCnO) Dv vote Of two
| thirds of all the outstanding stock N :
meeting OF the stockholders called for that
purpose IN the same manner as provided for
| the meeting to elect Directors
| ARTICLE V.-All of the corporate powers
OF said corporation shall be vested in and
exercised by Board of Directors composed
| OF not less than three nor more than five
stockholders. Said Directors shall be elect
ed annually on the third Monday in Janu
airy. in each year at a general stockholders
meeting. except the first Board appointed ir
this Charter. who shall hold their offices
until the third Monday in January. 1920
and until their successors are elected
All such elections shall he held by ballot
and conducted at the office of the corpora.
ton. Notice of such meeting and of all other
stockholders meetings shall be given in the
manner prescribed by law, and when not 81
prescribed, then written notice Of such meet.
ings shall be deposited, at least fifteen as
days prior TO the date IF such meeting. ir
the post office of the City of New Orleans
addressed TO each stakeholder at his last
known residence or place of business.
At all such elections and at all corporate
| meetings every stakeholder shall be entitled
to one 0) vote for each share of stock stand
! ing in his name on the books of the corpora
ton, to be cast by him in person or by his
| written proxy, and a 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 direc-
| tors A failure to elect directors on the
day above specified shall not dissolve the
| corporation nor impair its corporate exist
ence or MANAGEMENT, but the directors then
| in office shall remain in office until their
| successors are elected and qualified.
| The Board of Directors shall elect a Presi-
dent and one or more VicePresidents, and
la Secretary Treasurer. The President and
Vice Presidents shall be stockholders and
Directors of the Corporation, but the Secre-
! tary-Ireasurer may or may not be a Di-
rector or stakeholder. at the discretion OF
the Board of Directors The number of Di-
rectors shall be determined by the stock
| holder at each annual meeting, and the num-
Der of Vice Presidents shall be determined
each year by the Board of Directors.
! The Board of Directors shall have power
and authority to appoint such agents, man.
| ayers, officers and other employees neces-
sary in their Judgment to conduct the bust
ness OF the Corporation, and to give to such
| agents, managers, officers and other en-
ployees as much authority as they may
deem necessary for the purposes and bust
ness of the Corporation. The Board shall
have the power to fix the compensations and
define the duties of every officer and en-
ployee and all agents. managers. officers
and other employees shall hold office and
| employment at the pleasure of said Board
/
well as alter and amend, any and all by
| laws, rules and regulations necessary and
| proper in its judgment for the conduct, sup
| port 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 a proxy to act
| IN his place and stead, the person SO appoint
ed need not be a Director but must be a
stakeholder.
| The Board shall have full power and au-
| thority to borrow money, execute mortgages
| and create liens; to issue bonds, notes and
| other obligations and to secure the same
| by mortgages, pledges or otherwise land, gem
| orally to do any and all things reasonable,
| convenient and necessary for the proper car
| rying of the business and affairs of
said corporation. The first Board of Di-
rectors shall be composed of Walter B. Gill
lican, Buckner Chipley, and Lynn II. Din
klns, whose present addresses are set oppo-
site their respective names to the subscrip-
ton to the capital stock of this corporation
The Board of Directors shall at its first
| meeting elect the officers of this Corpora
| ton, in accord with the terms of this Char
ter.
ARTICLE VI.-Whenever this corporation
shall be dissolved, either by limitation or
from any other cause, its affairs shall be
liquidated by three commissioners to be ap-
pointed from amongst the stockholders at
general meeting of the stockholders con.
vened for such purpose: two thirds in amount
| of the capital stock of said corporation rep
| resented at said meeting shall be requisite
to elect. Said commissioners shall remain
in office until the affairs of said corporation
shall have been fully liquidated. In case
of the death of one or more Of the co-,-,;s