The herald., 1920-12-09
CHARTER.

| & Co, Inc, and under its said corporate
! name, it shall have power and au.
! thOrity and enjoy succession for the full
! term and period of ninety-nine years from
! and be sued; to accept and receive, as
! well as give and grant, mortgages. pledges
| or other hypotheCatiOns to make and use
| q corporate seal and the same to brea X
/ and alter at pleasure; 10 purchase, re-
! ceive, lease, hold or otherwise acquire and
| convey, as well as mortgage and hypO-
| theCate under its corporate name, property
! both real and personal and mixed; to name
! and appoint such managers and directors,
| officers and agents, as the interest and
! convenience Of said corporation may re-
! quire; to make and establish, well as
| alter and amend at pleasure. such bylaws,
| rules and regulations for the proper man
agement of the affairs OF said corporation
as may be necessary and proper.
! ARTICLE 1.-THE domicile Of said cor
pOratiOn shall be In New Orleans. Parish
| of Orleans, State OF Louisiana, and all
! citations or other legal process shall be
/ served upon the President of said corpora
! tion, or in case of his absence. upon the
! Vice President. or In the absence OF both
/ of these officers, upon the Secretary OF the
! corporation.
! ARTICLE II.-The objects and pur-
| poses of this corporation and the nature Of
| the business to be carried on by il are
! and hereby are declared to be: to purchase
or otherwise acquire, and to sell or other
! wise ALLEVIATE and dispose of. and to mort
! gage, pledge and hypothecate. agricultural
! products of all kinds, and any and all
! merchandise: to do a general commission,
| factorage. mercantile, warehouse and man
ufaCturng business In connection with
any of the staple crops of the United
States, including the advancing or money
! and supplies to planters, farmers and mer-
chants. and a general mercantile business
and to those ends, to purchase, use. lease
cultivate, sell, mortgage, pledge. or other
wise dispose of. real or personal property,
plantations, or city or town property, and
generally to do all acts and enter into
all contracts or obligations that may be
necessary, convenient, or appropriate for
the accomplishment Of said purposes or
any of them or germanp thereto. and to
do all and everything incidental 70 the
general purposes hereinabOve stated and
declared: and this corporation Is specially
authorized TO purchase the assets and good
will Of the firm of 4. :. England & Co,
and TO succeed to and carry on in all its
branches the business now carried on by
that firm.
ARTICLE IV.-The capital stock Of said
corporation is hereby fixed at three hun
dred thousand $500 600 OOD dollars divided
into or represented by three thousand
t&pOD shares of IN" par value of one hun
drcd tSlOO.OO) dollars each. The whole Of
said stock or any part thereof may be-
issued or delivered to any person. firm or
corporation for the requirement of the
rights. privileges. franchises, property.
S"rNiudeS. or any part thereof. owned
and controlled by such persons or corpora
ton: also in payment, settlement and
adjustment of the costs. fees. charges. cN-
p"n~cS and commissions incurred for serv-
ices rendered I'm the formation and or
ganizatiOn Of this corporation and in ac-
qUirinS and bringing about the purchase
of the property. rights and franchises
aforesaid also for cash or in installmcnt>
of such amounts aS the Board of Directors
may determine: also for merchandise re-
Fs..fNs 1s.F
this company. The Board of Directors
hereinafter created is specially authorized
to dispose of the stock, or any part there
of, for any and all of the purposes above
stated as in its judgment may seem fair
and proper. Before any StOckholder can
sell the whole or any part of his stock
same must be offered for ten days to the
other stockholders. at its book value rs
shown by the books of the company. In
case some of the shareholders are unwill-
ing TO purchase at this price the remain
ing shareholder or holders shall have the
right to purchase their proportion.
ARTICLE V.-All the powers Of this
corporation shall be vested in and ever
cised by n Board Of four directors. each
of whom shall hold in his own name on
the books of the company at least one un-
pledged share of stock. The Board shall
elect from their number a President. a
Wee President, "A Secretary and a Treas
urer. and such other officers as they NAV
think proper or convenient for the carry
ing on OF the cOmpany's business, and
shall have power 10 unite two or more
offices and the same to confer upon one
person. or to dispense with any office I'm
their discretion. and to fix the salaries of
all officers, agents and employees. The
Board of Directors shall be elected an
nually on the second Monday of NOvem-
ber. Of each year. the first election 10 be
held in the year 1921 All such elections
shall be by ballot, at the Office Of the
corporation. Notice Of annual meetings.
as well as special meetings OF stockhold- |
ers. shall be given by written notice mailed |
at least fifteen days in advance of the
date of such meeting to each stakeholder |
appearing as such on the books of the |
company. at his last designated address |
Each shareholder shall be entitled to one
vote for each share of stock standing in |
his name on the books Of the company, |
said vote to be cast in person or by proxy. |
and majority OF the votes cast shall |
elect The Board of Directors shall have |
power to fill all vacancies which may oc. |
cur or in any manner arise or he created |
by the Board of Directors. even though no |
quorum remain at the time such vacancy |
or vacancies are to be filed. Failure to |
elect directors on the day above specified |
shall not dissolve the corporation, but the !
directors then in office shall remain in |
office until their successors are elected. |
The Board Of Directors shall have power |
to make and establish. as well as alter |
and amend, all bylaws. rules and regu- |
lations necessary and proper for the sup
port and management OF the affairs and |
business Of the corporation and not incOn- |
sistent with its charter. The Board shah |
have power, without referring to the stock |
holders, to borrow money, execute mort |
cages, issue notes. pledges. bonds or other |
obligations. In such amounts and on such |
terms as In their judgment may be ad- |
vantageous. and generally. to do all things |
reasonably necessary for the proper carry |
ing on Of the business OF the corporation |
and they are specially authorized to de-
liver full-paid shares of stock and bonds /
or other obligations of the company in |
payment of property acquired by said cor
poration at such fair valuation as in their
judgment may be proper. A majority of
the directors shall constitute a quorum for
the transaction OF business. The Board |
of Directors shall have the power, by
vote OF not less than three-fourths OF all |
directors. to sell all or any part OF the
property, movable and immovable, bp-
longing to the corporation. or to receive
In exchange therefor money or stocks or
bonds or other obligations OF another in
firm or corporation. of any char
acter. without referring to the sharehold-
ers for power to do so. At any meeting
Of the Board of Directors, any director
absent from the meeting may be repre-
sented by any other director who may
cording to the general or special written
instructions OF said absent director. Un-
til the annual meeting of 1921, the Board
OF Directors shall consist of: Albert 8.
England, 32O6 ST. Charles Avenue. New
Orleans: Thomas p. England, 1905 st.
Charles Avenue, New Orleans: George NJ
Slaght, Cotton Plant. p. o., Mississippi;
Hugh f. Brister, 2031 Short Street, New
Orleans.