The herald., 1920-03-04

CHARTER.

TO build and erect or to acquire, by pur-
chase. lease or otherwise, one or more
pickeries or other cotton re-conditioning
establishments, and to own, maintain, and
operate the same; To buy and sell. and
generally TO deal in, all kinds of cotton and
cotton by-products, baggings, ties, and
accessories: to buy and sell, and generally
to deal i'm the objects above specified,
either for the purpose of domestic ship
mcnt or foreign export; Tor Its own use
and account or as the factor or agent for
others, and. generally, to do and perform
all other things incidental or germane to
the objects and purpose above expressed.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
one hundred and fifty thousand dollars
t$IjO,OOO.O0J, divided into fifteen hundred
shares of the par value of one hundred
dollars each. said stock shall be issued
only for cash or in payment of property
received by or services rendered TO said
corporation. Said stock shall be fully
/ paid for at the time OF its issuance, and
thereafter be nOn-asSeSSable The said APP
bearers declare that they each hereby sub
scribe for the number of shares of the
capital stock of said corporation set OPP
| pOsite their respective signatures hereto.
No present or future stakeholder 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 re
manning stockholders for the benefit of
those stockholders who may desire to pur-
chase the same, through the Board Of
Directors, for a period OF ten days, at the
book value of such stock as shown by the
books of the corporation, on the LIST day
of October 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 corporation. TO communicate the
same to the stockholders, in writing,
through the secretary of the company, and
each of the said stockholders shall be
entitled to purchase such proportion Of
the stock so offered for sale as the num-
Der Of shares owned by him at the time
bears 10 the number of shares owned by
all other stockholders desiring to parti-
cipate in the purchase. No sale under
foreclosure, attachment or other process,
or 10y virtue of any power Of attorney,
pledge or hypOthecatiOn, shall be validity
made until the foregoing requirements
have been complied with by the person
or persons. firm or corporation provoking
such foreclosure or sale. The Board Of
Directors shall have authority, however,
TO waive the above requirements as to any
particular hypOthcCation OF pledge or
stock, by resolution adopted at a regular
called meeting of the Board, or at a meet
Ing attended by all of the members of the
Board of Directors, such resolution being
adopted i'll advance of the pledge or by
pOtheCatiOn.
ARTICLE V-All the powers of this
corporation shall be vested i'll and be eN-
crci>ed by a Board of not less than three
nor more than five directors, as determined
in advance each year by the stockholders,
and the first Board shall be: ". ). L..
Beane, who shall be president George G..
MCCardcll, who shall be vice president and
general manager: Alpheus c. Beane, who
shall be Sccretary-treasurer; +. Il. Nor
man and William May.
The above named Board of Directors
and officers shall continue to serve until
the second Tuesday in January 1921, in
which time and annually thereafter, the
stockholders shall elect from their own
| plnlbnr tho Iirn.fnrs nf thu anrVnraffnn
The above named board of directors and
each succeeding board shall continue 10
hold office until their successors are
elected and qualified. The persons to be
hereafter elected directors shall select from
. their own number a president, one or
T more presidents, a secretary, a treas
urcr and Il general manager. Any two of
the above named officers. with the eX.
!, ceptiOn of president and vice-preSident
may be combined and held by one person
ON the second Tuesday in January 1921
and annually thereafter, the stockholders
l shall elect "A board OF directors for the
ensuing year, except when such day shall
l fall OH a legal holiday, then upon tn,
next succeeding lay day.
The election of directors shall be by
ballot, ana the persons receiving the largest
r number 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. hut no fractional share shall
" 'iAi' w WIZ ~ IhaJOllAs VI ~
directors voting at any one time, either
in person or by proxy, shall be required
to pass any resolution or adopt any by
law, and which when so adopted shall
become valid corporate acts, provided 3
quorum of the directors were present. In
, person or by proxy, at the time of such
action. In case of vacancy on the board
or among the officers, caused by death
resignation or removal, by two-thirds OF
, the vote of the board, or for any other
cause, the remaining members of the
board shall have the power to enact such
bylaws, rules and regulations as, in theil
opinion, may be necessary and proper fol
the management, operation and cOntrO
of the business of said corporation.
. ARTICLE yI-Notice of all meetings Of
! stockholders for election of directors. oil
. for any other purpose, shall be given II
writing by the secretary, to be deposited
! in the mail at least ten days before sucI
. meeting is held, and directed to eacf
= stakeholder at his last known address. al
-, the same shall appear upon the books o
: the corporation, unless said notice il
u waived in writing by all the stakeholder
appearing upon the books. At all meet
: ings of Stockholders a majority of tn,
: votes cast shall be Sufficient to elect o
T decide all questions voted upon. except TO
the alteration, amendment or the dissOlu
2 ton of the, corporation.
= ARTICLE VII-This act of incorpora
ton may be altered, amended or modified
or this corporation may be dissolved b,
and with the assent of the holders o
V three-fOurthS in amount of its then ont
standing stock given at a general meeting
of the stockholders to be convened afte
fifteen days prior notice. to be given il
one of the daily newspapers published il
n the city of New Orleans. in addition to
personal notice to each stockholder, a
provided under Article VI of this charter
a and such changes as may be made in ref
erence to an increase or decrease of tn
capital stock shall be preceded by sucl
notices, delays and formalities as are re
0llrp1 by law. And in the pvpnt nf th
, dissolution of said corporation. either b,
limitation of its charter or otherwise. 1t
affairs shall be liquidated by three com
missioners, to be appointed and electeC
at a special meeting called for that pur
pose as above provided, and who shall
remain in office until the affairs of sal,
corporation shall be fully liquidated, am
in case of the death or disability of on
& or more of said liquidators, the survive
or survivors shall act in his stead.
) ARTICLE VIII-No stakeholder shall
ever be held liable or responsible for tn,
contracts or faults Of this corporation II
y any further sum than the unpaid balanc,
D due to the corporation on the shares owne,
by such stakeholder, nor shall any mer,
. informality in organization have the eff
feet Of rendering this charter null or o
exposing a stakeholder to any liabilit,
beyond the extent of his unpaid stock
if any.
Thus done and passed at my office. II
the city of New Orleans. on the day
month and year first hereinabove written
In the presence of Burt w Henry AM
Harriet Spickert, competent witnesses
who hereunto signed their names, togethe