The herald. [volume] (New Orleans, La.) 1905-1953, 1919-08-07
CHARTER.

forwarding, export and financial agents; t
establish and conduct warehouses, and t
do all kinds of commercial, brokerage an'
commission business; and, IN connection
Herewith, 10 own, hold, lease, buy, sell o
otherwise acquire real, personal and mixet
property of all kinds; to borrow money, t
execute securities therefor, including nego
table bonds, and to do any and all thing
necessary or incidental to the conduct of any
bushes or businesses this corporation il
authorized by its charter to conduct; to holC
and exercise all such incidental powers anC
privileges relative to the objects heretofore
| set forth.
ARTICLE IV-The capital stock of sale
corporation is hereby fixed at One HUNDRED
| Thousand ($lO0,WO0O douars, divided int
or represented by thousand 1880 share:
Of one hundred $4,000 dollars each. The
whole of said stock or any part thereof may
be issued and delivered to any person, firm
or corporation for the requirement of the
rights, privileges, contracts, permits, fran
chIseS, property, ServItudes, leases, or any
part thereof, owned controlled by sale
person or corporation also in payment, set
Element and adjustment of the costs fees
charges and expenses incurred for service:
| rendered in the formation and organization
Of this corporation, and in acquiring and
bringing about the purchase of the property
| rights, permits and franchises aforesaid
also for cash or in inStallments of such
amounts as the Board Of Directors may de
| termne; also for property received or ser.
wees actually rendered TO TINS company. Inc
| Board OF Directors herein created is specially
| authorized TO dispose of the Stockton any part
| thereof, for any and all of the purposes above
| stated, and it is particularly authorized Ia
dispose OF said stock, or any part thereof,
| to Edwin ]. Gillian, in exchange for a con
| tract he has with the Southern Selling Syn
| dictate, a commercial partnership domiciled
| in the City of New Orleans, by which said
| Southern Selling Syndicate has agreed to
| turn over to said Edwin ]. Gillian all its
| ar-L nd A.
| ARTICLE N-All the, powers of this cor
poration shall be vested in and exercised by
| a Board of five (5) directors, majority OF
| whom shall constitute a quorum. Said
| Board of Directors shall be elected annu-
| ally on the first Monday of September of
| each year, the first election to be held in
the year 1919. All such elections shall
| be viva voce at the office of the corpora
ton, and of all such meetings, as well as
| all meetings of stockholders. except when
| otherwise required by law, fifteen days no.
| tIce shall be given, either personally or by
| depOsiting in the Post Office, properly ad
| dressed TO each stakeholder, such notice be
| ing addressed to the stockholders last desig
| mated address, or at the General Delivery
| at New Orleans, Louisiana, if he has not
designated address, and announcing the
| time and place of the meeting. Each share
| holder. shall be entitled to one vote for each
| share OF stock standing in his name the
| books Of the company, said vote to be cast
/
| the votes cast shall elect. The Board OF
Directors shall have power to fill all vacan-
cles which may occur on the Board. Failure
TO elect the Board of Directors on the day
above specified shall not dissolve the cor
poration, but the directors then in office shall
remain in office until their successors are
elected. Due notice of election shall forth
with be given, as above provided, and such
notice OF election shall be continued 10 be
given until election is held. The Board
of Directors at their first meeting following
each annual election shall, out of their
number, elect a President, a Vice President,
and they shall likewise elect, but not neces-
sarlly from their number, a Secretary,
Treasurer, and such other officers as the
Board of Directors shall deem necessary.
The Board shall have power in its discretion
TO unite two or more offices, and the same
to confer upon one person, and shall have
the power to fix the salaries of all officers.
The Board OF Directors shall have power TO
make and establish well as alter and
amend, all bylaws, rules and regulations
necessary and proper for the support and
management of the business and affairs of
said corporation, and not inconsistent with
its charter. Said Board shall also have full
power and authority TO borrow money through
the President or some other duly authotized
agent or agents, TO execute notes other
obligations in such amount and on such
terms as in their judgment may be advan-
tageouS, and generally to do all things rea-
sOnably necessary for the proper carrying
TO issue and deliver full paid shares of stock
or obligations of said corporation in payment
OF money borrowed, labor or services, or
property, or rights actually received by said
corporation as heretofore set forth, and shall
have power to do all such acts and things
may be necessary to carry out the OBJ
jects and purposes for which this corporation
is organized. The majority of the existing
board shall constitute a quorum for the trans |
action of any business at any meeting of the |
aTd Of ANY oh
from the meeting shall be represented by |
any Director by a written proxy.
Until the next general meeting to be held |
under this charter, on the first Monday of
September, 1919, or until their duly quail |
fled successors elected and installed, the |
Board of Directors shall be composed of |
Edwin ]. Gillian, Louis X. Purdom, Osa ]. |
Smythe, Horace " Place and Leonard L. |
Minthorn all of whose Post Office address |
es are New Orleans, Louisiana; with Edwin |
J. Gillian, as President and Treasurer, Louis |
X. Purdom, Vice-President and General |
Manager, and Osa J. Smythe, as Secretary.
ARTICLE VI.-Whenever this corporation
shall be dissolved, from any cause, its af-
fairs shall be liqudated by three stock
holders to be appointed at a general meeting
of stockholders convened for the purpose of |
liquidation, as hereinafter provided each
share OF stock being entitled TO one vote to
be cast by the holder, either in person or
by proxy. Said commissioners shall remain
in office until the affairs of said corporation
shall be 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 distri- |
butte the proceeds. In case of death, dis |
ability, or resignation of one or more COM
missioner or commissioners, the vacancy
shall be filled by the surviving commissioner
DR. commissioners.
ARTICLE V1I.-Ths act of incorporation
may be modified, changed or altered, or this
corporation may be dissolved with the con.
sent of three fourths of all of its stock, rep.
resented at a general meeting of the stock.
holders convened for such purpose, after pre-.
Vious notice shall have been given in one OF
more daily newspapers published in the
Parish of Orleans, State of Louisiana, once
1 week during. thirty days preceding such
meeting, and upon the date of such meeting
and by notice mailed at least fifteen DAYS
'rior to such meeting to each stakeholder
who appears as such the books of the COM
'any, to the Post Office address designated | ,
by him; and in case Of failure to designate
IN address, to the General Delivery, CITY of
New Orleans. Any change which NAV be | ;
proposed or made in reference to the capital !
took of said corporation shall be made in | :
accordance with the laws of the State of /
louisiana, on the subject-matter of altering ;
he amount Of stock of said corporation 1t :
nay be increased or diminished upon COM )
iance Herewith. :
The capital stock may be increased to a =
maximum of two hundred thousand (S1OOOOOOm q
ollars. No stakeholder shall ever be held I
liable or responsible for the contracts or !
aults of said corporation in any further sum = =
ho1a H..