The herald., 1919-10-02
CHARTER.


the business of exporting, importing
buying and selling coffee. and to act
generally dealers in coffee and tC
engage in all activities incidental to such
business; also to engage generally in
exporting to and importing from foreign
countries such articles of commerce as
it may be useful or profitable to handle
and to buy sell and deal in the same as
exporters, importers, agents and jobbers
| ARTICLE IV.-The capital stock OF
| this corporation is hereby fixed at the
sum of one Hundred ard Twenty Thou
sand u20OO0.OO) Dollars divided into
and represented by Twelve Hundred
Hundred ($1O0.OO) Dollars per share
This capital shall be neither increased
| nor decreased, nor shall the character
and voting rights of the stock be altered
except by unanimous consent of all the
| khOldcTS The stock of the corpora
| ton may be transferred only on the
| books of the corporation and only upon
| compliance with such rules and regu-
| latiOnS as may be made from time TO
! time by the Board of Directors, not in
| consistent with the provisions of this
| charter. No stakeholder shall have Il
| right to transfer, cucumber or convey any
| of his stock in the corporation except in
accordance with the provisions of a spec
ial agreement dated August 9TH, 1919, be
tween the incorpOTatOrS of this corpora
llbll, Il copy OF Nnlcn Is ui'pOSlltu III the
office OF the Notary Public before whom
this Act OF incorporation is passed, by
Act of deposit bearing even date herewith,
to which agreement reference is hereby
specially made; and all stock shall be
field i'll accordance with and subject to
the provisions thereof. Notice of the pro
visions of this article shall he printed
upon the face of each certificate issued
by the corporation, and all transfers,
pledges, hypOthecations or other encum-
branccs of said stock shall be subject
to the provisions thereof.
ARTICLE V.-All the corporate powers
of this corporation shall be vested in and
exercised by a Board of Directors com
posed of four directors, three of whom
shall constitute a quorum for the tran
SactiOn of business. The said Board shall
be elected annually at Il stockholders
meeting, on the first Monday of October
of each year after the date hereof, the
first election to be held in 1920 For all
meetings notice shall be given to stock
holders by mail addressed to each stock
holder at least fifteen days before the date
of meeting. Each holder of stock shall
be entitled to one vote for each share of
stock standing in his name on the books
of the company, said vote to be cast in
person or by proxy, and majority OF
the votes cast shall elect, provided, that
such votes shall be in accordance with
the provisions of the agreement between
the incOrpOratOrs hereof, dated August
9Th, 1919 a copy of which is deposited with
the Notary passing this Act of lncorpOra-
ton under even date herewith. Failure to
elect directors on the day above specified
shall not dissolve the corporation, but
the directors then in office shall remain
in office until their successors are elected
and qualified. The Board of Directors
shall elect from their number, in accOr-
dance with the agreement aforesaid, A
President, vice President, Secretary and
Treasurer. The offices of President and
Treasurer may be held by the same per-
son, and the offices of Vice President and
Secretary may be held by the same per-
son. The first Board of Directors shall
be composed of; s. Alfred Levy, Z. o.
address 3S11 st. Charles Ave, New Orleans,
La, Clarence II. Fox, 3S11 ST. Charles
Ave, New Orleans, La, Ridgely Noise
1909 Octavia st, New Orleans, La, II. l..
y. Y, of the foregoing, S. Alfred
Levy shall be President and Treas
urer and Clarence II. Fox shall
be VicePresident and Secretary. The
number of directors shall not be increased
or decreased except by unanimous con-
sent of all stockholders. Any diretto
shall be removable, with or without
cause, at any time, upon the vote of not
less than two-thirds of the outstanding
capital stock of the company, at a special
meeting called for Such purpose. Any
occurring on the Board of Direct
ors shall be filled at a special meeting of
the stockholders called for that purpose.
Special meetings of stockholders may be
called by the Board of Directors at any
time, and must be called upon the written
request of one or more stockholders own
ing forty-two and one-half (42-1-2 } per
cent of the outstanding capital stock, or
more. The Board of Directors shall have
authority to make and establish, as well
as alter and amend. all bylaws. rules and
regulations necessary and proper for the
support and management of the business
and affairs of the corporation and not in
consistent with this charter or with the
special agreement Of the incorporators |
hereinabOve referred to.
ARTICLE yI.-This Act of incorpora-
ton may changed, modified or amended |
only by unanimous vote of all the stock |
holders, at a meeting convened for such |
purpose after previous notice shall have |
been given in the manner above provided. |
ARTICLE VII-If this corporation |
shall be dissolved, its affairs shall be |
iquidated to two (2) commissioners, to be |
appointed at meeting Of stockholders con- |
'ened for the purpose Of liquidation, af-
Ter due notice, and to be elected by the /
hat two Of such liquidators shall be the
two largest stockholders in the Com
Dany and that majority Of such liquida-
.ors shall control in the event of any dis
agreement among them. Said liquidators
shall remain in office until the affairs
IF the corporation shall have been fully
settled and liquidated, and they shall
nave full power and authority to transfer
md give title to all the property and assets
If the corporation and to distribute the
proceeds.
ARTICLE VIII-No stakeholder shall
.ver be held liable or responsible for the
contracts or faults of said corporation
n any further sum than the unpaid bal
lnce. If any, due on the shares of stock
,wned by him, nor shall any mere inform
ilty in organization or the invalidity of |
my provision hereof have the effect Of
this charter null or of expos
ng any stakeholder to any liability be-
fond the amount due on his stock
In order that this charter may serve
is the original subscription list, the sub
'cribers hereto have indicated opposite
heir respective signatures the number of
mares of stock subscribed for by each
If them, all subsc riptions being PAYABLE
n cash at the execution hereof
- Ihus done and Tassed at my office. at
New Orleans, Louisiana, on the day, month
ma year herein first above written in
he presence of r. u. Burbank and VIM.
Z. Nugent, competent witnesses who have
lereunto subscribed their names together
s ,Ith me, Notary. aud said appears, after
iue reading of the whole
y witnesses, II. v. Burbank, VIM. l..
Iugent. M L.
WATTS X. LEvERICH.
Notary Public.
L, the undersigned Recorder of Mort
cages, in and for the Parish of Orleans.
state OF Louisiana, do hereby certify that
ne above and foregoing Act of Incorpora-
ION OF \. \. Levy Co., Inc, was this day
l ,lE recorded in my office in Book 1881,