The herald., 1919-07-17
CHARTERS

be divided into and represented by one hun
bred 600 shares of the par value OF On,
Hundred $4,000 Dollars each. Said stool
shall be paid for in cash or its equivalent
as provided by law, and in such manner ant
at such times and in such installments a
may be prescribed by the Board OF Direc
| tors. This corporation shall become goini
concern and shall be authorized to commenc,
business when Five Thousand ($5,O000) Dol
| lars of its capital stock shall have been sub
| scribed for, as provided by law, and wher
twenty Five Hundred ($250W Dollars O.
| the capital stock shall in fact have beer
paid for. either in cash or its equivalent.
| ARTICLE V.-The capital stock of this
! corporation may be increased to the sum Of
One Hundred Thousand Dollars ($l0O,00000)
| by two-thirds vote of all the stock presen
or represented at special meeting called
| for that purpose, or at regular annual meet
i ing OF the corporation.
| ARTICLE VI.-All certificates of stock is
| sued by the company shall be signed by
| the President an2 counter signed by the Vice
/ President; or if authorized by resolution oil
tn: Roard CT Directors, shall DE signed by
| the President, and counter-signed by the
| Secretary Treasurer. The stock OF this cor
poration can be transferred only on the
books Of the corporation and subject to such
| regulations 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
I
| other stockholders, through the Board of Di-
| rectors, at price not exceeding the book
value thereof, and the stockholders shall
| have an option and first right to purchase
| all the shares of stock to be thus disposed
of by sale by the death, resignation or
otherwise, of any OF the stockholders of the
corporation, and shall have a period of ten
| days in which to accept decline such Of
| fer of stock. Should the Board of Directors
| or the stockholders decline to purchase said
stock then the stakeholder or stockholders
who made the offer to sell or otherwise dis
pose of the stock, may sell otherwise
dispose of it in any manner and at any
price that he they may see fit. Blu,
each share of stock is issued under the con-
dition and understanding that no stockhold-
er shall make a sale 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 its books or to regard the
holder OF the certificate thereof.
ARTICLE VII.-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed
| of three stockholders, two of whom shall con-
stitute quorum for the transaction of BUSH
ness. The Directors of this corporation may
vote in person or by written 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 officers or any
other representative of the company by ap-
propriate resolution to that effect. The
first Board of Directors of this Company shall
be composed of the following: c. B. Craft,
Emanuel Samuels, Albert B. Breedlove, with
Emanuel Samuels, President; Albert B.
Breedlove, Vice President; c. B. Craft, Sec
rotary. And they shall serve until the
fourth Wednesday in June, 1919, or until
their successors are elected and qualified
The Directors shall be elected annually by
the stockholders, at meeting held on the
fourth Wednesday of June, in each year
thereafter. Notice of such meetings shall
e 70 he data ~
| the meeting, in writing, and sent to each
stockholder at his last known address.
Each stakeholder shall at such annual meet.
ing or other meeting, general or special, be
| each share of stock owned by him. Elel-
tions shall be held under such rules and
regulations as may from time to time be de-
| termined by the Board of Directors. The
Directors when elected, shall hold office for
one year or until their successors shall have
been elected and qualified and failure to
hold the annual meeting of stockholders, or
to elect annually the Directors, shall not
any rights Hereunder. Any vacancy occur
ring in the Board of Directors may be filled
by the Directors for the unexpired term.
ARTICLE VII1.-This charter or act of
incorporation may be changed modified, al
tered or amended by and with the consent
of two-thirds OF all the stock present at any
meeting, general or special, held for that
purpose; and such amendment may be ma
tons 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 capital stock
IN excess of the amount named herein as
the amount to which it may be increased
may be made by a three -fourths vote of all
outstanding stock.
ARTICLE 1X.-Notice of any and all meet.
ings referred to in this charter or required
by law, shall be given in the manner pro-
1Aa1 Il
unless the same shall have been waived.
In case of the dissolution, liquidation or
termination of this charter, by limitation or
otherwise, the affairs of this corporation shall
elected by the stockholders, who may pro-
vide the number of said liquidators and vest
them with such and authority as may by
law be permitted, and fix the terms and con-
ditions upon which they shall serve and
their compensation, and provide that in case
or death or disability of any of said
liquidators, the remaining liquidators may
fill the vacancy or continue to act on behalf
of the corporation.
ARTICLE X.-No stakeholder of this cor
poration shall be liable or responsible for
any costs, contracts, debts or faults of this
company, or any of its officers, nor shall any
mere informally in organization have the
effect of rendering this charter null and void,
or of exposing stakeholder to any liability
beyond the unpaid balance due on the stock
held by him.
AMI lille A.-lne suDscrlOers hereto
have written opposite their names the num-
Der of shares subscribed to by each of them
and their post office addresses, so that this
charter may serve as the subscription list
of the corporation; all of which subscriptions
are payable in the manner and form set out
herein.
Thus done and passed at my office in the
City of New Orleans, Louisiana, on the day, |
month and year herein first above written, |
in the presence of Emile r. Wendell and E. |
J. Sherman, competent witnesses, who have |
hereunto signed these presents with the |
said appearers and me, Notary, after due |
reading of the whole.
Witnesses: Emile R. Wendell, E. J. Shear
man.
Original Signed Names of subscribers
omitted.
(SeaD
HERMAN L. BARNETT,
Notary Public.
Louisiana, do hereby certify that the above
and foregoing charter of the Pan-American
Transportation & Trading Company, Inc,
was this day duly recorded in my office in
Book 1921, Folio S.
In Faith Whereof, l have signed these
presents at New Orleans, Louisiana, on this
18th day of June. 1919.
SSigne0 EMILE ]. LEONARD, by. R.
| hereby certify that the above and fore
Ter OF the Pan-American Transportation &
Trading Company, Inc, on file and of record
IN my office, except that names of subscrib-
ers are omitted as permitted by law.
j. In Faith Whereof, / have hereunto set my
band and affixed my seal this 10th day Of
HERMAN L. BARNETT.