The herald., 1919-09-11
CHARTER.

period OF ninety nine years from date hereof.
unless dissolved by liquidation or
otherwise. II shall have power to contract; to
sue and be sued TO make and use a corpJr-
ate seal, and to alter and break the same at
pleasure. 10 hold, receive, lease. purchase.
transfer, assign, mortgage. hypOthecate
pledge or otherwise dispose OF, property real.
personal or mixed, corporeal and incorporeal;
to issue bonds and. il desired. TO secure same
by mortgage; 10 hold stock in other companies;
10 name and elect officers and directors; to
make and establish. alter and amend, bylaws
rules and regulations ior is proper govern
ment, as may he deemed necessary and prop
er for the extension OF the business IN which
the corporation i engaged.
ARTICLE 1.-THE domiciIe OF this corpora
ton shall be in the City OF New Orleans,
State OF Louisiana: and service OF process
shall be made upon the President, or, in ms
absence. upon Vice President.
ARTICLE II-The objects and purposes
for which this corporation is organized and
created and the nature OF the business TO be
carried on by il are declared TO be as follows :
To engage in a general ship chandlery. tur-
nj shing and supply business as principal
and agent: TO engage in the business OF
buying. selling. and dealing generally in. a
principal and agent, all kinds, classes and
varieties of marine and ships supplies. pro-
visions. machinery, hardware, tackle, apparel.
furniture, equipment etc; 10 engage IN the
business, as principal and agent. OF buying,
selling and generally dealing in hardware. ship
chandlery, paints railways and mills supplies,
and in supplies Of merchandise, food, refresh
ments for ships: to engage in the business OF
buying and selling goods, wares, products and
merchandise as principal or agent or both, and
10 act as general selling agent: 10 import and
export goods, wares, produce and merchandise
OF every description and kind and parn-
cularly TO act as agents and brokers Tor the
selling on commission or otherwise OF the
said goods wares and products; and in con-
nection Herewith. to engage in general bust
ness at wholesale and retail. as principal or
agent or both. in all lines Of hardware, fur
nishings and supplies, for ships, ship yards,
painters, mills, railways and all other things
Of similar character, and to carry on the
business of the corporation in louisiana and
in all the United States and in foreign
countries; and generally to do and perform all
things pertinent and incident and which may
be proper and necessary to carry out and
execute the objects and purposes hereinabove
enumerated.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum OF
Twelve Thousand Five Hundred (Sl2,500.O0)
Dollars, and shall be divided into and re-
presented by one hundred and twenty five
Q25) shares of common stock, of the par value
Of One Hundred CSlWOO Dolares each. Said
stock shall be paid for in cash, or by property,
or service actually rended to the corporation
or other equivalent OF cash as provided by
law and in such manner and at such times
and in such installments as may be pres
cribed by the Board of Directors. This cor
poration shall become a going concern and
shall be authorized to commence business as
soon as fifty per cent of its capital stock
shall have been subscribed and fifty per cent
Of all stock subscribed for shall in fact have
been paid for either in cash or its equivalent
ARTICLE N-The capital stock OF this cor
poration may be increased TO the sum of Fifty
Thousand (S50,OOOO) Dollars by vote of two
thirds of all the stock present or represented
at a special meeting called for that purpose or
at a regular annual meeting of the corporation
ARTICLE Wall certificates of stock is
sued by this corporation shall be signed by
the President and countersigned by the Vice
President. or if authorized by resolution OF
the Board of Directors shall be signed by the
President and countersigned by the Secretary
and Treasurer. The stock of this corporation
can be transferred only the books of the
corporation and subject to such regulations
and formalities as may be by the Board OF
Directors form time to time prescribed. No
stockholders 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 price not exceeding the book value
thereof; and said stockholders, in proportion
to their holdings, shall have an option and
first right to purchase all the shares OF stock
to be thus disposed of by sale or otherwise OF
any of the stockholders, and shall have
period of ten days in which to accept or de-
cline said offer. Should the stockholders de-
cline to purchase said stock then such stock
holder is at liberty to sell or dispose OF the
stock, and may do so in any manner and at
h. FIT
stock is issued hereinupon the condition ana
understanding that no stakeholder shall sell
or otherwise transfer his stock in violation
hereof, and any such sale or transfer If made
shall be void and this corporation shall be
under no obligation TO list said stock on IT'S
books or to regard the holder Of the certificate
thereof.
ARTICLE VII-The corpOrated powers of
this corporation shall be vested in and exer-
cised by a Board of four Directors three Of
whom shall constitute quorum for the tran
saction of business. The directors of the
corporation may vote in person or by written
or Geographic proxy at any of the meetings OF
the Board of Directors; and the Board OF
Directors may delegate any OF its powers to
any officer or officers or any other repre-
sentative OF the corporation by appropriate
resolution TO that effect
The first Board OF Directors Of this cor
pOratlon shall be composed OF the following
Marco A. Pizzati. George F. Goodspeed, Capt.
Antonio De Zalduondo Charles S. Robinson
with the following as officers: Marco A.
Pizzati. President; Capt. Antonio De
Zalduondo. Vice President; Charles 5. Rob
inson. Second Vice President; George F.
Goodspeed, Secretary and Treasurer; and they
shall serve until the Second Wednesday in
January, 1920. or until their successors are
elected and qualified. The Directors shall be
elected annually at meeting held on the
Second Wednesday OF January in each year
after date hereof. Notice of said meeting
shall be given ten days prior to the date
of said meeting, in writing, sent by registered
mail to each stakeholder at his last known
place Of residence. The Board OF Directors
may change the date OF said annual meeting
to any other date. by written notice TO that
effect. sent at least fifteen days prior to the
date 10 which said annual meeting shall be
changed, directed by registered mail to each
stakeholder at his last known place of resi-
dence. Each stockholder shall, at such an
II Al