The herald. [volume] (New Orleans, La.) 1905-1953, 1919-01-09
CHARTERS

corporation shall be Dunbar Warehouse &
: Tank Storage Company, Incorporated And
under its corporate name, II shall have power
and authority to have and to enjoy cor.
porate existence for a period OF ninety nine
years from date hereof, unless sooner dis
solved by liquidation or otherwise, il shall
have power 10 contract, to size and to be
Sued 10 make and use a corporate seal and
to alter and break same at pleasure, to hold
receive, lease. purchase, transfer, assign, con
vey, mortgage, hypothecate, pledge, or other
wise receive or dispose OF property, real,
personal and mixed, corporeal and incOrpo-
real, TO issue bonds, and. if desired 70 Sc
cure the same by mortgage; to buy and hold
stock in other companies incident to the
objects and purposes or to the expansion OF
the business interests OF the corporations; to
name, elect and appoint such managers,
agents, directors officers as its business
interests may require, and to make and
establish, alter and amend its bylaws, rules
and regulations for its proper government,
as may be deemed necessary and proper,
and generally to do any and all things Incl
dent to or necessary and proper for the eX-
tension OF the business in which the corpo-
ration is engaged.
ARTICLE II-This corporation shall be
domiciled in the City of New Orleans, in the
legal process shall be served upon the Presi.
dent of the corporation, and in the event OF
his absence upon the Vice-President
ARTICLE III.-The objects and purposes
tor winch TINS corporation is organized ana
created, and the nature of the business to be
carried on by it are declared to be as fol-
lows: To carry on the business of pub
lie warehouseman as defined by Act 16 OF
1888, and acts amendatory thereof, and for
the purposes OF said business to have and
enjoy all the powers, rights and privileges
given and granted under the said acts; and in
connection with the said business to buy, sell,
lease, improve and construct, well as es-
tabllsh warehouse or warehouses in the City
% -;-i-, nf n,,,e.
lana. to conduct and carry on such other
business as may be found necessary or
convenient for properly effectuating the
aforesaid purposes enhancing the value
OF the properties, rights and privileges Of
said corporation.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
Five Thousand Dollars (S5,O0000), and shall
be divided into and represented by fifty
shares of the par value of one hundred dol
lars each. Said stock shall be paid for
in cash or its equivalent, as provided by
law, and in such manner and at such times
and in such installments as may be pre-
scribed by the Board of Directors. This
corporation shall become going concern and
shall be authorized to commence business
when Twenty-Five Hundred Dollars of its
capital stock shall have been paid for
either in cash or its equivalent, as provided
by law, and when twenty-five Hundred
Dollars of the capital stock has in fact been
subscribed for.
ARTICLE V.-The capital stock of this cor
poration may be increased to the sum of
Fifty Thousand Dollars, by a two-thirds vote
of all the stock at special meeting, called
for that purpose, at a regular annual
meeting of the corporation.
ARTICLE VIAL certificates of stock is
sued by the Company shall be signed by the
President and counter-sgned by the Vice
President, or. if authorized by resolution of
the Board of Directors, shall be signed by
the President and counter-signed by the
Secretary Treasurer. The stock of this cor
poration can be transferred only on the
regulation and formalities as may be by the
Board OF Directors from time to time pre-
scribed No stakeholder shall be permitted
to sell or otherwise dispose of his stock
without first offering the same in writing
to the other stockholders, through the Board
of Directors, at a price not exceeding the
book value thereof, and the stockholders
shall have an option and first right to pur-
chase all the shares of stock to be thus
disposed of by sale, or by the death, resig-
stockholders of the corporation, and shall
have a period of ten days in which to
accept or decline such offer of stock. Should
the Board OF Directors or the stockholders de-
cline to purchase said stock, then the stock
holder or stockholders who made the offer
to sell otherwise dispose of the stock
may sell or otherwise dispose Of it in any
manner and at any price that he or they
may see fit But each share of stock is
issued under the condition and understand
ing that no stakeholder shall make a sale
or transfer of his stock in violation of this
provision; and such sale or transfer, if made
shall be void, and this Company shall be
under obligation to list said stock on its
books or to regard the holder of the certfi-
cate thereof.
ARTICLE VII.-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed
nj -faA1l II
constitute a quorum for the transaction of
business. The Directors of this corpora
ton may vote in person or by proxy at
any of the meetings of the Board of Direc-
tors; and the Board of Directors may dele
gate any of its powers to any officer or Of
flcers or any other representative of the
Company by appropriate resolution to that
effect. The first Board of Directors of
this Corporation shall be composed of Eman-
uel Samuels, Solomon Brown, and Sim. II.
President. Solomon Brown, as Secretary
Treasurer, and Sim II. Lowenburg. Vice
President, and they shall serve until the
second Wednesday in January. 1920, or un-
II their successors are, elected and quail
ned The Directors shall be elected an
nualiy by the stockholders at a meeting
held on the second Wednesday in January,
in each year thereafter. Notice of such
meetings shall be given ten days prior to
the date of the meeting, in writing, and
sent to each stakeholder at his last known
address. Each stakeholder shall, at such
annual meeting or other meetings, general
or special, be entitled, in person or by
proxy, to one vote for each share of stock
owned by him. Elections shall be held
under such rules and regulations as may from
time to time be determined by the Board
OF Directors: The Directors when elected
snail hold office for one year. or until their
successors shall have been elected and uuali
ned; and failure to hold the annual meet
ing OF stockholders or to elect annually the
OF THIS charter or any rights Hereunder
Any vacancy occurring in the Board of Di
rectors may be filled by the Directors for
the unexpired term.
ARTICLE VIII.-This charter or act Of
Incorporation may be changed modified al
tered or amended by and with the consent
OF two-thrds Of ali the stock present at anv
meeting, general or special, held for that
purpose; and such amendments may be ma
terial or immaterial, subject only to limita-
tion as may be by law provided; and this
corporation shall have the power to increase
or decrease its capital stock as hereinbefore
set out, and any increase in the ranitaI
STOCK IN excess of the amount named herein
as the amount to which it may be increased.
may be made by three-fourths vote of ali
outstanding stock
ARTICLE IX.-Notice of any and all meet
ngs referred to in this charter or required
by law, shall be given in the manner pro.
'lded IN giving notices in case of election,
unless the same shall have been waived. In
,ase OF the dissolution, liquidation or terrni
nation OF this charter, by limitation or
otherwise, the affairs of this corporation
'haH be hquldated by one or more liquida.
ors elected by the stockholders. who NAV
he be- Is