The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-26
CHARTER.

nave cOVennnted ana agreed, and do, by
these presents, covenant and agree and
bind themselves, as well as those who may
hereafter become associated with them, to
form them selves into a corporation for the
objects and purposes. with the name. and
under the StpulatiOns. following, tU-Wit.
ARTICLE The name aud style of
this corporation shall bc, National I'm
port x Export Company, Inc and by
said corporate name il shall have and en-
JOY succession and existence for a period
Of ninety nine years, unless sooner dis
solved, and shall have all Of the rights,
privileges and lmmuniteS granted by law
to corporations. and, under said cOTpur-
ate name, it shall have power and author
ity to contract, sue and he sued. to max"
and use Il corporate seal, and to break or
alter the same "a pleasure, and make all
necessary rules and regulations for its
corporate management and control and
shall have and enjoy all the rights. priv
ileges and immunitics which now or may
hereafter be granted by law TO CORPORA
tons of the same kind and character.
ARTICLE Il.-The dOmicie Of this cor
.poratiOn shall be in the City of New Or
leans State OF Louisiana, and all citations
and other legal processes shall be served
upon the President, or. In his absence or
inability to act, upon any other officer of
the corporation.
ARTICLE HI.-The objects and pur.
poses for which this corporation is or
gained, and the nature of the business to
be carried on by il, are hereby declared to
be: The doing of a general ware housing
q
in the business OF importing and exporting
various wares and merchandise. to carry
on general commercial agency business
TO buy and sell merchandise Of all kinds
as principal or agent, to gather and fur
niSh commercial and credit reports. to AT
tend to making collections and to the
negotiation of loans and TO do all acts and
things necessary and appropriate To carry
on general import and export business
as principal or agent. the foregoing details
not being intended to be exclusive, and
TO do any act or thing necessary or proper
to accomplish the objects and purposes Of
the said corporation.
ARTICLE IV.-The capital stock of thi,
corporation is hereby fixed at the sum of
two hundred and fifty thousand and
nO/lOO (S2JO.OSOOOD dollars, divided into
and represented by two classes. preferred
and common, in the proportion of one
hundred and seventy-five thousand and
no/lOO tSlTJ.OO0OOD dollars of preferred
stock and seventy-tive thousand and
no/iO lSi5OOOW) dollars Of common
stock. The capital stock may be inCrea sed
TO The sum of one million and no/1OO 81
OOOOOOOO) dollars. The preferred stock is
TO be divided into one thousand seven
hundred and fifty 0.750l shares of the
par value of one hundred and no 400
tSlOOO) dollars per share. and II shall
be entitled to receive out of any and all
surplus net profits whenever aScertained.
cumulative dividends at the rate Of eight
tSSol per cent per annum in each and
every year hereafter payable ut such
periods as the Board of Directors NAV de-
termine. In preference and priority to any
payment of dividends the common
stock for the period Heretofore elapsed
The preferred stock, however shall not be
entitled to participate in any other gen
eral earnings or profits beyond the said
elRht (SSc) per cent annual cumulative
dividends. but shall be entitled to be re-
paid in full with the accumulated unpaid
dividends thereon upon any distribution of
the assets OF said corporation or in the
of in
ton or termination of it's corporate ex-
istence, before any distribution of capital
or earnings shall be made to the holders
of the common stock. All or any amount
OF the preferred stock may be retired and
redeemed by the Board of Directors in
its discretion at any time. in such manner
and upon such notice rs the Board may
determine, at the price of one hundred and
ten and no. 100 (s11O.OO) dollars for each
share, together with all accrued dividends
thereon. IL. after providing for the pay
ment in full of all dividends for any year
on the preferred stock and any accumu-
lated dividends that may be due on said
stock for preceding years. there shall re-
main any surplus net profits. such surplus
net profits may be applied by the Board
OF Directors. either to the payment of
dividends upon the common stock or may
be devoted to the redemption of all or any
part of the preferred stock. or may be APP
piled TO any other purpose relating to the
company's business as the Board, in its
discretion, may deem fit The preferred
stock shall have no voting power whatso-
ever or connection with the control of the
corporation, the holders thereof hereby
expressly waving any right to vote said
preferred stock at elections for directors
or on any other question. or to participate
in stockholders meetings convened for
any purpose whatsoever. The common
stock is to be divided into seventy five
hundred shares of the par value of ten
and no/lOO $1,000 dollars per share. The
voting power OF the corporation shall be
N.SN tod .ltnCf W-aIN.
which is to have the entire control and
management of the corporation. No stock
may be issued except for labor done. sery-
ices rendered or money or property actual
stakeholder shall ever yalfdly sell, assign
or transfer. other than by inheritance. any
OF the common stock of this corporation
until the same shall have been first Of
fered in writing TO the remaining holders
OF the common stock for the benefit of
such stockholders as may desire to pur-
chase the same. said offer to be addressed
to the Board of Directors, and ten DAYS
shall be allowed for the acceptance of
same in writing by any of the common
stockholders of the corporation who may
be willing to pay the book value of said
stock as shown by the books of the cor
poration on the first day of January last
preceding the date of such offer. Each
holder Of the common stock of this cor
poration shall be entitled to purchase
stock so offered for sale in the proportion
that the number of shares owned by him
at the time bears to the number of shares
owned by the other holders of the COM
mon stock who desire to participate in the
purchase.
ARTICLE V.-All the powers of this
corporation shall be vested in and exer-
ciSed by a Board of not less than three
nor more than five Directors. as may be
determined in advance each year by the
common stockholders, at the annual meet
ing of the common stockholders or at any
special meeting called for the purpose OF
increasing or decreasing the number of
directors within the limitations of this
article. The first Board of Directors shall
be: John j. Gillespie, whose postoffice
address Is 26l4 State Street, New Orleans
La, who shall be President; Frank j
Grunenthal, whose postoffice address is
Grunewald Hotel, New Orleans La, who
shall be Vice President, and Warren Ii.
Powell, whose postoffice address is 1925
Josephine street. New Orleans La, who
shall be Secretary Treasurer. The above
named Board of Directors and officers
shall continue to serve until the second
Tuesday in January, 1922. at which time.
and annually thereafter, the common stock
holders shall elect from their number the
Directors of this corporation. The above
named Board of Directors and each sue
ceeding Board shall continue to hold office
until their successors are elected and quail
flied. Each succeeding Board of Directors
shall, at their first meeting following
their election, select from their number a
tary-Treasurer. The election of Directors
shall be by ballot and the person receiving
the largest number Of votes cast shall be
declared elected. Each share of common
stock shall be entitled to one vote at meet
fngs of stockholders, but no fractional