The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-16
CHARTER.

SIlAIN
this Corporation shall be the Merchants /
Wholesale Grocery Company lnc.' and
under that name it shall have and en- /
JOY all of the rights. advantages and prl- |
VilegeS granted by law TO corporations:
it shall exist for a period of ninety nine
years from the date hereof; it shall have
power and authority to sue and be sued
in its corporate name: to make and use
a corporate seal and the same to break
or alter at pleasure; to hold, receive, pur-
chase, convey, mortgage and hyp0thecate
property, real, personal and mixed TO
issue bonds, notes and other obligations;
/ to have and employ such managers, of
| ficerS. directors and other employees or
agents as the interest aud convenience of
| the corporation may require or demand and
to make such bylaws. rules and regula-
tionS for the corporate management and
! control of its business and affairs as may
be deemed necessary and eXpedient.
| ARTICLE 1.-THE dOmicile of the said
| corporation shall be in the city of New
/ Orleans, State of Louisiana, but it may
| establish and maintain offices, branches,
and agencies throughout the United States
! of America, and foreign countries. All
citations and other legal process shall be
! served on the president and in his alb
sence on the vice-president of the said
corporation. In the absence of the pres
ident and vice president, then the process
| shall be served on the secretary of the
| said corporation.
ARTICLE III.-The objects and pur
poses of this corporation are hereby de-
, clared to be to engage in the wholesale
| grocery business and the feed, hay, grain
and produce business: to bay, sell eX-
change. trade in all classes of merchan-
disc and commodities of any character
and kind whatsoever accessory to- or IN
any wise related to, the grocery, produce,
feed and provision trade; to manufac-
! turc, or to cause to be manufactured,
any and all wares and merchandise dealt
in related to the said business: to oper-
ate a bakery. or bakeries; to import, eX-
port and to store all commodities dealt IN
| in said business: to operate, own, hire
lease or rent stores, wareroOmS and ware
houses necessary to said business; TO ac-
uuire and own patents and trade marks
in relation to fOOd-stuffs, groceries and
other merchandise; to issue notes, or
other evidences of Indebtedness, in the
corporate name and to mortgage, hypOthe-
cate and borrow in relation to anything
accessory to said business, as well as In
relation to the business itself; to own
real estate for uses in said business, or
accessory thereto and to all things re-
uuisite and necessary for the proper and
successful conduct of the said business.
ARTICLE VI-The capital stock of this
corporation is hereby fixed at the sum
of five thousand dollars ($5OOO.OO) divided
into one hundred shares of the par value
be paid for in cash on the call OF the
Board of Directors, or may be issued at
, not less than par for property purchased
by or services actually rendered to the
corporation. The capital stock OF this
corporation may be increased to sum
not exceeding three hundred thousand
$500 100000 dollars. which may be com
mon or preferred, or both.
All shares of stock shall be full-paid
and worcestershire No transfer of stock
shall be binding upon the corporation
unless made upon its books and all ceru-
ficates of stock shall be signed by such
officers as may be designated by the
Board of Directors.
ARTICLE y-All the corporate powers
of this company shall be vested in and the
management and control of its business
and affairs shall be exercised by Board
! of Directors composed of three STOCK
holders, which number may be increased
: to not more than eleven, at the dlscre-
ton of the Board of Directors. A maJor1-
Nv of the directors shall constitute a
quorum for the transaction OF all busl-
! ness. The directors shall be elected an
nually by ballot of the stockholders on the
; third Wednesday in August OF each year
, All elections shall be held under such
q rules and regulations as may be deter.
mined by the Board of Directors, Dui
\ after at least fifteen days notice Thereon
shall have been given to each stockholder
: by a notice thereof delivered personally
To each stakeholder, or by deposltlng IL
tho postoffice properly addressed, notice
to each stakeholder. The directors thus
elected shall continue i'll otf1ce tor one
year or until their successors nave oeel
duly elected and qualified. All STOCK
6 holders shall be entitled, in person or d!
/ a written proxy, to one vote on eacn shar'
| of stock owned by him and standing IL
, his name on the books of the corporation
: No failure to hold an election shall De re
= garded as forfeiture of TINS charter
;. ANY vacancy occurring on the Board O
. directors shall be filled by the remaining
directors for the unexpired term. Salt
Board of Directors shall likewise elect TN
additional member should they deter
mine 20 increase the number OF the boar'
as bereinabove provided. Said Board o
Directors shall elect from among lts mum
her a president, n vice-president ana
OBSERVATION-DISCLOSURES. 1t may COMBINE an!
two or more of said offices into one ah'
= NAV elect a secretary who is not slock
-, holder or director. Said Board OF Direct
ors shall have the right and power Il
| anpoint and dismiss such clerks or othe
! employes of the corporation, lncluullt
| the secretary who is not stocknoluer %
director as conditions may JUSTIFY OF IN
: business of the corporation may require
|, The tenure of office of all employees o
e the corporation shall be during the plea
: sure of the Board of Directors.
v The first Board of Directors shall b
e COMPOSED of G. Q. Millwee, Henry 1
/, Phillips and 1. c. Waggoner with u.
e Nilwee as president, l. c. Waggoner d
r yice-president, and Henry l.. Phillips
e Secretary treasurer and they shall con
tinue to hold office and to serve unit
their successors shall have been oul
. elected and shall have qualified
s ARTICLE Iv.-No stockholder shal
l. ever be held liable or responsible for Tn
y contracts, faults or debts or TINS corpora
n tion nor shall any mere informality i
d it's organization have the effect or reno
e ering this charter null or of exposing
: stakeholder to any liability beyond tn
e unpaid balance due on the shares OF stoc
l. owned by him.
&c ARTICLE yII-This act of incorpora
y ton may be changed. modified or aitere
81 by vote of two-thirds of the person
owning capital stock Of this corporate
If at a meeting convened for that purpos