The herald., 1920-07-29
CHARTER.

are hereuntO subscribed who declared thai
! they are OF full age Of majority. and avail
! ing themselves of TIA" laws of IN" State o.
/ Loul>laHa, relative To the organization oI
! corporations in such cases made aud pro
Nldcd, they conStitut" Themselves. their ass
Nn'lattS. Successors aud assigns. u corpora
lIoh under IN" >tipUlatiOu> herein sci
! to-wit:
ARTICLE I.-The name Of this corpora
/ tlon shall be "HammOck. Incorporated
AEIl'LE 1.-THE dOmirilr of This cor
poration shall be in the city Of New or.
/ leans. stat" OF Louisiana.
ARTICLE III The objects and rur
Dos OF THIS corporation ar" hereby de-
sell, at wholesale and retail candy con
ic'tous and other kindred products
AEll' LIZ lN.-ThiS corporation shall
nav" an OF the powers and authority vest
Di IA computations under IA" laws of th,
STATE OF Louisiana. and Shall have the, gu
th0rity 10 do and perform any and aIr
liilhGN necessary for the performance. %
Ia" objects for which this corporation f
. I-""I@'i or S"rUIdut or Incidental there.
ARTICLE Y. The capitaI stock of mi
corporation j. hereby fixed AZ ffl,. uu,
thousand dollars tSIl.rUVUuB. divided %
follows. Fiv" hundred l50ol shares of pre-.
I'rr'd stock of - par value OF ou, huudT,.
dollars iNlVOUOD per share. dud one ihou~
ANA tl.uuul shares Of common stock of
par value of one dollar ;SIooI per share
follows. The preferred stock may k,. in
creased 10y on" hundred NuUI shares add.
,l"HdI OF par value Of one hundred do.
lars tNluUuNI per share. making TN. t,..,r
authorized preferred stock herein .i>f.
Thousand dollars tSGU OuuO uJ The, ruUIulpr,
STOCK may b" increased los one. thnu~.,ur
ll,""i shares additional of par yaII,
Oh on" dollar tNluul per share. rrlkin. rI,.
total authorized common stock herein tyy..
thousand dollars tS2.UUOUUb. The pref erred.
STOCK issued or to hc issued hy This cor
norailon shall bear eight Per cent t~,.
dividend per annum. which dividends sinai.
ht cumulative. The said preferred Sfp.i
>ndII u" subject TO call 10y the BOARD o..
I'ITr'' TORS OF SAID corporation Ht one hun
urea ana illc dollars tSluJUUI per -Mar,
al Ia" end Of any fiscal year Of the. rnrr,.,r
alton. The preferred stock shall have no
voting power. All of the voting powrr
OF inns corporation shall bD and il L.rri,,
vested IN the common stock Each STOCK
holder shall Ice entitled to vote az any
stockholders meeting in the proportion of
one VOL" Tor each share of common stock
owned by him and registered on the book.
OF TINS corporation in his name No diyi-
d"nd shall be declared or paid 10 The cam
mon STOCK "l This corporation until after
aIl 81 tn" preferred stock issued bv Til.
corporation shall have been rIII.I and ,,
tired No owner of the common stock o.
'hlN corporation shall sell or transfer Hul
"i ~" stock 50 owned bv him until :ltt.r
u" shall have rendered t. this corporation
Tor purchase his said shares of coIump,..
Stock. said tender to l.. made 10 m.
toard OF Directors of this corporation
through the President or other pN.,uriy,
officer. and the Board of Director, shall
nave the right to purchase said stock M
DOCK value. and the holder of said stock
agrees 10 sell said stock in accordance, with
me provisions of this article If after "a
laps" of 80 days the said Board of ri
reciorS fails to purchase or declines ia
PurIhaSr >d!d stock at book value the
holder mad owner thereof shall have th,
right To dispose of same as he may So,
nj. ! pom the purchase of any surn com
mon stock by the Board OF Directors a.
this corporation. said stock shall he soIJ
ana distributed to and among the owners
oi the common stock of this corporation
III proportion 10 their then holdings anT
>ald STOCK Is To be paid for by such dis
tributes at book value II any such dIs
tributes decline to purchase. any mart OF
such shares his proportion shall be again
divided among the remaining holders -.
ingS. NV"
ARTICLE VI.-AH the corporate poyy.r.
or this corporation shall be vested i'm q
Board of Directors. consisting of not Is
man thrce 90 nor more than fifteen H5
put which Board shall always consist of
an odd number of Directors, and the mem
berS OF which Board shall be increased M
70 ilttren I'D by vote of the stock
holders at any annual or special meeting
Ihereof. For such election of additional
directors majority vote of the stock
holders voting by shares shall be neces-
sarI: The Directors shall be elected an
erS. or any deferred meeting of said an
nual meeting of stockholders. Said annual
meeting to be held on the second Monday
or January of each year In the event IN,
annual meeting of stockholders is not held
as herein fixed. the incumbent Directors
ana OFFICERS shall hold over until the cleo
non ana qualification of their successors
IN the event the said annual meeting /
not held on the date herein fixed il NAV
ne held at any other date subsequent there.
to by call of the Board of Directors to
4 81 hNNe ..Fr..
IN no event he elected more than once dur
ing any calendar year. Vacancies on the
Board of Directors shall he filled Mt a
Special meeting of stockholders held 70
the purpose. All notices for stockholders
meeting shall be upon fifteen (I5) DAYS
notice by registered mail TO the las
known address Of each stakeholder. !,
majority vote of the entire OUTSTANDING
common stock at any speciaI or regnIar
meeting of stockholders shall be necessary
10 constitute the act of this corporation
except where otherwise provided by law
Wherever vote of the stock of this cor |
poration is mentioned herein and for al
other purposes whatsoever it is intended |
10 apply only TO vote of the common
STOCK. At the annual meeting or any an
nual meeting Of the stockholders of this |
corporation. the stockholders shall elect |
the Board of Directors Of this corporation.
10 consist of such number of Directors a,
snail be incumbent on the date of sucI |
meeting and said stockholders shall like |
wise eject at such meeting officers to |
serve the corporation, which officers shall |
De selected from among the number Of the |
Board of Directors elected at said meeting
ana the term of office of which officers
shall be co-eNtensiye with the term of the |
Board or Directors. In the event of AN
vacancies in the Board of Directors or O |
the OFFICERS. such vacancies shall be filled |
at special meeting of the stockholders
JAILED as herein provided. Any increas
IN the number of the Board of Directo- |
snail be decided upon and the selection of |
the incumbent to fill such increa sed num-
Der or numbers shall be voted upon nj a |
special or an annual meeting of stockhoId- |
Frs by a majority vote thereof SpeciaI |
meetings of stockholders for all purposes
may be called by the President and must |
De called upon the request of more than
DO?G or the outstanding stock The stock
holders shall have the power and author
10y 10 draw up and adopt such bylaws
as may be deemed necessary or desirable
ARTICLE NII.-The officers of this cor
poration shall be: A President and Gen
hral Manager; one or more Vice Presi-
tents. and Secretary Treasurer Until |
me annual election of officers and directors
10 he held in the year 1921. the following
shall constitute the officers and directors
II this corporation: Claude s. Hammock
president and General Manager: Clarence
j. lange. Vice President. and j. Bonner
iladney, secretary Treasurer. The Presi-
lent and General Manager shall have the
bower. without other authority. to man
ige and direct the business and policies
)f this corporation and to do any and all |
icts necessary or pertinent to the opera
ION and conduct of the business to be con
iucted by this corporation.
ARTICLE VIII-This corporation shall
,e and is hereby authorized through its
iOard of Directors or through its stock
lOlders at any regular or special meeting
o buy in the stock of this corporation.
ARTICLE lN.--Any property transferred
Ia Is .