The herald., 1919-09-11
THE HERALD, NEW ORLEANS, LOUISIANA
CHARTER.

amend rules. bylaws end regulations for
/ its proper government; and generally. to
| do all such acts and things as corpora
/ tons organized for general trading pur-
/ poses under the laws of Louisiana are
/ by law authorized to do.
| ARTICLE 1.-THE domcile of this cor
/ pOratiOn shall be in the City of New Or
/ leans. Parish of Orleans and Stat" of
/ Louisiana, and citations and other legal
/ process shall be served upon the PrtSi-
dent of the corporation. or, in the event
of his absence, shall bt served upon the
Vice President of the corporation.
ARTICLE III.-The objects and pur-
poses for which this corporation is Great
| ed and organized and the nature of the
business 10 be carried on by il are de
I clarcd to be as follows, To engage in
the business of exporting. importing,
buying and selling coffee. and to act
. generally as dealers IN coffee and to
engage in all activities incidental to such
business; also to cngag" generally i'll
exporting to and importing from foreign
countries such articles of commerce a>
il may he useful or profitable to handle
and to buy. sell and deal in the same
exporters. importers. agents and jobb"rS
! ARTICLE IV-The capital stock Of
this corporation il hereby fixed mt the
sum of one Hundred ard Twenty Thou
sand N2uOOIUOJ Dollars divided into
and represented by Twelve Hundred
G2OOt shares Of the par value of one
Hundred tSlOOOOJ 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
/ stockholders. The stock Of the corpora
/ ton may bc transferred only on the
/ books of the corporation and only upon
compliance with such rules and regu-
IationS a. 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 a
right to transfer. cucumber or convey any
of his stock in the corporation except i'll
accordance with the provisions of Il spec
iaI agreement dated Angus 9TH. 1919, be
tween the incOrporatorS of this corpora
ton. a copy of which l. deposited III the
office OF the Notary Public before whom
this Act OF Incorporation Is passed, 10y
Act of deposit bearing even date herewith.
to which agreement reference is hereby
specially made, and all stock shall ia
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. approximations or ether encum-
brances of said stock shall be subject
to the provisions thereof.
ARTICLE V.-All the corporate powers
of this corporation shall he vested Ill ana
exercised by Il Board of directors com
posed of four directors, tire" of whom
shall constitute a quorum for the iran
SoctiOn of business. The said Board shall
be elected annually at n stockholders
meeting. on the first Monday OF OctoDer
of each year after the date hereOf, the
first election to be held IN I'D For an
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 or
stock standing in his name on the books
of the company, said vote to be cast IN
person or by proxy, and majority or
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
5th 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 Spec1tled
| 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, \
/ 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, L. o.
/ address 3S1l st. Charles Ave. New Orleans.
La, Clarence II. Fox, 1911 st. Charles
Ave, New Orleans, La. Ridgely Noise
| 1909 Octavia st, New Orleans. La, II. l..
81. V. of the foregoing. $. Alfred
| Levy shall be President and Treas
/ urer and Clarence II. Fox shall
| be Vice President and Secretary. The
number of directors shall not be increa sed
or decreased except by unanimous con-
sent of all stockholders. Any diret tor
shall he 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 special
meeting called for LSuch purpose. ANY
vacancies 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-haf (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.
ton may changed, modified or amended
only by unanimous vote of all the stock
holders. at meeting convened for such
purpose after previous notice shall have
been given in the manner above provided.
ARTICLE Wifi this corporation
shall be dissolved. it's affairs shall be
liquidated to two (2) commissioners to be
appointed at a meeting of stockholders con-
vened for the purpose of liquidation, af-
ter due notice, and to be elected by the
vote of all the stockholders; provided,
that two of such liquidators shall be the
two largest stockholders in the Com
pany and that a majority of such liquida-
tors shall control in the event of any dis
agreement among them. Said liquidatOrs
Of the corporation shall have been fully
settled and liquidated, and they shall
have full power and authority to transfer
and give title to all the property and assets
of the corporation and to distribute the
proceeds.
ARTICLE VIII-NO stakeholder shall
ever he held liable or responsible for the
contracts or faults of said corporation
in any further sum than the unpaid bal
ance. if any, due on the shares of stock
owned by him. nor shall any mere inform
ality in organization the invalidity of
rendering this charter null or of expos
! ing any stakeholder to any liability be-
yOnd the amount due on his stock.
In order that this charter may serve
as the original subscription list. the sub
scribers hereto have indicated opposite
their respective signatures the number Of
- al, 0I Co nonb