The herald., 1919-07-10
CHARTERS.
CHARTER OF LIGHTNING CHEMICAL
COMPANY INCORPORATED.


| United States of America, State of Louis
lana, Parish of Orleans, City of New Or
| leans. Be it known, that this sixth day
of the month of June, IN the year of our
Lord one thousand nine hundred and nine
teen, and OF the Independence of the United
States of America, the one hundred and
forty third before me, Arthur A. Moreno,
a Notary Public, duly commissioned and
qualified. in and for this City and the Par
ish of Orleans, therein residing, and in the
presence of the hereinafter named under
signed witnesses, personally came and ap-
peared the following persons whose names
are hereunto subscribed together with the
amounts of their respective subscriptions to
the capital stock of the corporation to be
formed, who severally declare that, avail
ing themselves of the provisions of the gen
eral laws OF the State of Louisiana relative
to the organization of corporations, they
have covenanted and agreed, and do by
these presents covenant and agree, and bind
and Obigate themselves, as well as such
other persons as may hereafte- become as
sociated with them or their successors, to
form and constitute themselves into a cor
poratiOn and body polite in law, and for the
objects and purposes and under the agree
merits and stipulations following, to-wit:
ARTICLE 1.-The name and title of this
corporation shall be the Lightning Chemical
Company, incorporated, and by that name
said corporation shall have power and au-
thority to have and enjoy succession for the
full term of ninety years from the date
row money; to make and issue its negotiable
promissOry notes other evidences of in
debtedness; to create debts; to make and
use a corporate seal; to purchase and re-
ceive, lease, hold, sell and convey, as we'll
as mortgage and hypothecate, property, real,
personal and mixed; to name and appoint
such officers and agents as the interest of
said corporation may require; and to make
and establish such bylaws and regulations
for the proper management and regulation
OF its affairs as may be deemed necessary,
and the name to change, alter and amend at
pleasure.
ARTICLE 1.-THE domicile of this cor.
poration shall be in the City of New Or
leans, Parish OF Orleans, and all citations
and other legal process shall be served upon
the president of said corporation, or in case
of his absence, upon the vice President, or,
in case of the absence Of both of these of
fiCers, upon the secretary thereof.
ARTICLE 1lI.-The objects and purposes
for which this corporation is established. and
the nature of the business to be carried on
by ii, are to buy, manufacture compound
sell, handle and otherwise deal in all xmas
OF chemical products; to do all things Incl
dental to said business; and to employ and
use such means and instrumentalities as
may be useful, necessary or convenient for
the conduct OF the affairs and business OF
this corporation.
ARTICLE IV.-The capital stock of this
corporation shall be Five Thousand (S5,OOOOO)
Dollars, divided into fifty (5O shares OF
increased TO the sum of Twenty-Five Thou.
sand (S25C00OO) Dollars, divided into Two
hundred fifty ESQ shares of the par value
of $1,000 each, and this corporation is to
be a going concern when one-half of the
capital stock has been subscribed Tor Each
snare Of stock shall be entitled to one vot.
either in person or by proxy, at all general
elections or meetings of stockholders
Should the capital stock of this corporation
ever be increased over the sum of Five Thou
sand (S5OO0OO Dollars, then such additional
shares of stock that may be issued shall first
be offered to the holders of stock at the
time of issuance a the hook value of said
new stock in the proportion in which the
suance hold stock in this corporation.
ARTICLE N.-No stakeholder shall ever be
held liable or responsible for the indebted
ness, faults or defaults of this corporation
ganlzation of the corporation have the effect
OF rendering the charter null or of exposing
the stockholders TO any liability beyond the
unpaid balance, if any, on his stock sub
scrlpton Should any stakeholder desire to
sell his stock, he shall first offer the same
to the stockholders of the company at its
book value through its board of directors
and the stockholders who desire to purchase
shall have the right to purchase the same
in the proportion to their holdings of stock
in the company. Should said stockholders
in fifteen days after the notice having been
given, in writing, fail refuse to purchase
be sold 10 any one. No transfer of stock
shall be made or held to be valid and bind
ing unless made in pursuance of the pro-
visions of this charter.
ARTICLE NI.-This corporation shall have
all powers granted to such corporations BY
law and shall have the power to contract
sue and be sued in its corporate name. and
to own. hold, receive, loan, lease purchase.
sell and convey or mortgage any and all of
its effects or to hypothecate its property
and to do any and all acts and things of any
other kind nature or description. as may
be necessary to carry out the objects and
purposes of said business as its interests and
convenlences may require.
ARTICLE VII-The business of this cor
poration shall be directed by and vested in
board of directors of three members, two
of whom shall constitute a quorum for the
transaction of business, and the said direc-
tors as inst constituted shall be John T.
Logan. John d. Bailey and John Davidson.
and they shall hold office until the first
Tuesday in May, 1920, and on that day and
on the same day thereafter elections shall
principal office of the corporation. Failure
TO hold an election on the day specified
shall not dissolve. the corporation, but the
directors in office shall hold their respec-
TIVE Offices until an election shall be held
after thirty days notice of the time and
place thereof given to each stakeholder The
annual election shall be held on the first
Tuesday of May, 1920 and thereafter on the
illSt TUESDAY OF May OF each succeeding
year, and the election shall be held between
the hours of ten and twelve a. m All va
cancies on the board of directors for what
ever cause shall be filled by the remaining
directors: John T. Logan shall be the first
president, John Davidson shall be the first
vice-president and John d. Bailey shall be
the first secretary-treasurer. and they shall
hold office until the first Tuesday in Nav.
l9Zo, or until their successors are elected
and each succeeding board of directors shall
elect its principal officers for the term of
their election and only stockholders shall
be eligible for election as a member of the
board of directors. Directors may act either
in person or by proxy.
ARTICLE NII1.-Whenever this CORPORA
ton is dissolved, either by limitation or for
any other cause, its affairs shall be liqui.
dated by the board of directors who are
hereby vested with full power to sell any
| or all assets of the corporation, either sepa-
rately or in mass, and to convey full and
complete title thereto, and shall have full
power TO do and perform all acts neces.
sary and proper to fully and completely L.
quidate the affairs and distribute the pro-
ceeds, If any, among the stockholders of the
SAID corporation to the amount of stock held
| by each
ARTICLE IX.-Ths act of incorporation
may be amended, altered and modified or
this corporation dissolved in the manner pro-
vided by law
Thus done and passed. in my notarial of.
| flee, in the City of New Orleans, on the
day, month and year first above written, in
| the presence of Azelie Bennett and Ruth
M. Seller, competent witnesses, who have
hereunto signed tfeir names, together with
the parties hereto and me, Notary, after a
II rs a1 grn rs H. Ill