The herald. [volume] (New Orleans, La.) 1905-1953, 1919-01-16
CHARTERS

capital stock shall have been subscribed and
paid for. The said stock shall be fully
paid up at the time Of its issuance and be
worcestershire. The said Appearers declare
that they each hereby subscribe for the num-
Der OF shares OF the capital stock Of this
corporation set opposite their respective sig
natures hereto. No present or future stock
| holder shall ever validity sell, assign. or
transfer other than by inheritance any OF
the capital stock OF this corporation until
the same shall have been first offered TO
the remaining stockholders for the benefit
OF those stockholders who may desire 20 pur-
chase the same. through the board OF direc-
tors, for a period Of ten days. At the book
value OF such stock, as shown by the books
last preceding the date Of such offer 1t
shall be the duty Of the board Of directors
promptly. upon receiving an offer OF sale
Of any Of the capital stock Of this corpora
ton, to communicate the same u the stock
holders, in writing. through the Secretary
Of the Company, and each Of the said stock
holders shall he entitled t. purchase such
proportion OF the stock offered for sale as
the number OF shares owned by him at the
! time bears 70 the number Of shares owned by
all other stockholders desiring 20 partici-
! pate in the purchase. No sale under fore
closure, attachment or other process or by
virtue OF any power Of attorney. pledge or
hypotheCatOn. shall he validity made until
! the foregoing requirements have been COM
/ pied with by the person or persons, firm or
corporation provoking such foreclosure or
/ SdiS Inc hNd-d OF directors SHlll nave AL
| thority, however. 10 waive the above re-
qulrements as to any particular hvpotheCa-
| lion or pledge Of stock. by resolution adopt-
! ed At regular called meeting OF the
members Of the board OF directors. such reso-
| luton being adopted in advance OF the
| pledge or hypo;hecation.
! ARTICLE N.-All the powers Of this cor
| poratIon shall be vested IN and be exercised
! by a board OF three directors. Who shall be
! bona fIde stockholders Of the corporation and
| the first board OF directors shall consist OF
! Jack B9rnemann, who shall be President
H. p. Finet who shall he Vice Presidents;
, and Secretary: Emil Christ. The Board Of
! Directors may elect Treasurer for the cor
! poration at any time they may see fit OF
| they may dispense with the office OF Treas
urer. IN their discretion. The above named
| board Of directors shall coEiruc to hold Of
! flee until the second Tuesday Of October.
| 1912 and until their successors are elected
! and qualified and all succeeding boards
| shall hold Office Tor one year and until their
| successors are elected and qualified. The
| persons 10 be hereafter elected directors for
! subsequent years shall select from among
! their own number a President, a -Prcsi-
| dent and a Secretary. On the second Tues
| day Of October OF each year. the st5ckh5Id-
erS shall elect 4 Board OF Directors for the
| ensuing year. and in the event the second
| Tuesday Of October shall fall upon a legal
! holiday, then such election shall be held
| upon the next succeeding business day the
board Of directors already installed to con
| t1nue in office until their successors are
| elected, The election Of directors shall he
by ballot, and the persons receiving the
! majority OF votes cast shall be declared
elected. For electing directors or for any
other purpose. each share of stock shall be
| entitled TO one vote, whether present or by
! PROXY. but no fractional share shall be en-
| titled 10 vote. 4 majority Of the directors
voting at any one time shall be required TO
pass any resolution or adopt any bylaws
| and whl-n, when so adopted. shall become
| valid cooperate acts. provided a quorum of
| he directors were present at the time Of such
| action. IN case of vacancy on the Board Or
among the officers. caused by death, resig-
nation or removal by two-thirds of the vote
! n the Board or for any other cause. the re-
naming members of the Board shall have
| the power TO fill such vacancy Said Board
| OF Directors shall have the power 10 enact
| such by laws, rules and regulations as in
! their opinion, may be necessary and proper
Tor the management. operation and control
| Of the business OF said corporation They
shall employ or approve OF the employment
| OF all Of the managers agents and EMPLOYEES
OF the corporation. but the said Board shall
not be empowered to employ any person. in
| any capacity, other than from month TO
month, or. II any person be employed on a
| commission basis, such employment or en-
gagement may be terminated by one months
notice At all meetings of directors each
director shall be empowered to vote and act
IN person or by proxy as fully as though
himself present.
| ARTICLE VI.-Notice of all meetings of
stockholders for election of directors, or for
any other purpose, shall be given in writing
by the Secretary. to be deposited in the mail
al least IS days before such meeting is held
and directed to each stakeholder at his last
| known address, the same shall appear
upon the books of the corporation, unless said
| notice IS waived in writing by all of the
stockholders appearing upon the books A;
ali meetings Of stockholders a majority OF
the votes cast shall be sufficient TO elect or
decide all questions voted upon, except for
alteration. amendment or the dissolution OF
the corporation.
ARTICLE VII.-This act of incorporation
may be altered, amended or modified, OF
the corporation dissolved, by vote OF two.
thirds In amount Of the capital stock repre-.
seniei at a general meeting Of stockholders,
caIed Tor that purpose, after notice as pro-
v!dsd in Article VI of this Act; and in
case of dissolution, the stockholders at such
meeting shall elect two liqudating commits
sioners' who shall have entire charge OF
such liquidation, with authority to sell and
dispose OF the assets of the corporation, and
TO I'll vacancies occurring in their number.
ARTICLE NlII.-No stakeholder shall be
neid f, liable or ,TesPonsibe for the contracts
Their sum than the unpaid balance due to the
corpor alton on the shares owned by him,
nor shall any mere informality in organi-
zaton have the effect OF rendering this
Charter null, or of exposing a stakeholder TO
any. liability beyond the amount of his un
paid stock
Thus done and passed at my office, in the
City OF New Orleans, on the day month, and
year tlrst hereinabove written. in the pres
ence OF Ernest Bornemann and Frances Els
Ter, competent witnesses. who hereunto sign
their names, together with said appearers and
me. Notary, after reading OF the whole.
| Witnesses: f. Bornemann. F. Eisler.
Names OF subscribers omitted
CHAS. F. FLETCHINGER
Notary Public.
/, the undersigned, Recorder of Mortgages,
for the Parish of Orleans. State of Louisiana
hereby certify that the above and foregoing
Act of incorporation of Crescent Cotton Co.,
| Inc, was this day duly recorded in my of
flee, in Book 1922, Folio - New Or
leans. La, January 3, 1919.
(Signed) EMILE J. LEONARD. by. R.
| true copy.
CHAS. F. FLETCHINGER.
Notary Public.
Jan. o-16-23-3o; Feb. Glib
|