The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-05
CHARTER.

pleasure.
ARTICLE 1.-THE domicile Of this cor
noratiou shall be New Orleans. LouiSian"
1itatiou and other legal process shaIl be
served on the President. In his absence
on the Vice President. or Secretary or on
the Secretary Treasurer, should th'sc
offices be- combined in one person.
ARTICLE U.-The objects and pur-
poses for which this corporation Is estan-
! liShcd, and the nature of the business 10
he conducted by il. is that OF export
/ freight brokers and forwarding agents IN
/ GLIDING hereunder interstate inland ana
! outward bound freights. to engage IrelEhI
! room from carriers of merchandise ny
: land water and sea; 10 act as snip hroHers
and generally TO do any and all things
useful proper or necessary to carry OUT
/ the said objects and purposes; the whole
! for il self as principal, or as agents, brok-
! crS or representatives of others.
! ARTICLE IV.-The capital stock Of this
corporation shall be ten thousand dollars,
! divided into one hundred shares of one
/ hundred dollars each. represented by Ger
tificatcS OF stock. signed by the Presi-
d,rt and Secretary. or such other OFFICER
| by the Board of Directors. This stock |
| shall he issued full paid and non-assessa-
ble for money. property and labor paid TO |
| and received by the corporation. All such !
stock shall be common, and have and pos |
Se~S equal rights in the corporation. The |
capital stock moy be increased TO two /
! hundred, fifty thousand dollars. No stock |
shall he sold or transferred until II has |
first been offered in writing TO the cor
pOratiOn for the use and benefit OF all !
other stockholders of record at the time
of such offer Such stockholders, and any
of them, shall have the right to purchase
said stock in proportion TO their holdings
and also such as may not be so taken.
book value as established by the N
statement of the corporation last preced-
) ing such offer; should more than three
months have elapsed since such statement
was made. the profits and losses subse-
. quent thereto shall be ascertained by q
r Board of Directors and added TO or de
Quoted from the book value, as the case
t may be. Such right shall be exercised am
the price paid in cash within thirty days
after the offer is communicated to tn.
I stockholders. and it shall be the duty
the Board of Directors to transmit sue
{ offer promptly to the other stockholders
r In case of death of any stakeholder. the
: surviving stockholders, and any of them.
- shall have the right to require the Boaro
A of Directors to call the stock held by the
deceased stakeholder for purchase as
hereinbefore set out. and the widow. heirs
and legal representatives of the deceased
e shall also have the right 10 tender sucl
=, stock TO the corporation the same
e terms. and on failure of the stockholders
= to take the same, to require the dissolution
$ and liquidation of the corporation at
= end of one year after such offer. The
- right herein created shall cease unless en-
Is such stakeholder.
/; ARTICLE V.-All the corporate powers
! vested in corporations by law, or by this
: charter. shall be exercised by Board of
-,
10 be elected on the first Monday of June.
1921. and annually thereafter from whom
ii shall be selected a President. Vice Presi-
Dr. dent and Manager, who with the Score
ir tary. shall be the officers of the corpora
Id ton. The Secretary need not be a stock
holder or a member OF the Board of III
in rectors. The Board of Directors is vested
On with sole power TO manage conduct and
IT. direct the affairs of the corporation, ia
r. fix the salaries Of officers and .ompensa.
mr. ton of the members of the Board, and OF
II a IN ~.
he dends; to create and maintain "A reserve
n surplus or undivided profit account before
rs. declaring dividends. and in its judgment tC
RS increase or decrease the said accounts fol
or corporate uses. The Board shall have tn,
,aI right to sell the corporation. to merge tn,
ire same with another corporation, to fix tn
I've price. terms and conditions of such sal
nd or merger, and to receive bonds. stock
in or securities in lieu of cash therefor, pro
We vided this is done with the consent of
majority of the stock. given at n meeting
, duly called for the purpose of considering
be that subject. Notice of elections for Boar
or, of Directors shall be given in writing {
sea each stakeholder, by personal delivery o
IN by mail at least ten days before such cleo
wv. tiOns. At such elections. each share G
or stock shall be entitled to one vote, to b
re- east in person or by proxy, which proX
of may be by wire. letter or prOcuration, an
ian the majority of votes so cast shall cleo
he The annual meeting may be adjourned b
in those present and represented at the sam
ect and failure to hold said meeting or to Gle,
eX- a Board of Directors thereat shall not di:
her solve the corporation, and the Board
office shall continue to serve until its su,
shall be filled by the survivors, eve
~ though less than quorum. Any Direct'
u absent from New Orleans may appoint al
-. other Director, by letter, wire or usu
ent proxy, to attend for him the meetings
nes said Board, and such proxy shall be e
Iter titled to exercise all the rights, duties al
-. powers of his principal. The first Boa
.O OF of Directors shall be composed of Harl
oI $40 II. Fitzpatrick, Irwin NJ. Fox and Robe
res I,si J. Warrick, with the first named as Pre-
If-o ident. the second as Vice President al
res the third Secretary Treasurer.
W" ARTICLE vI.-whenever notice is r
NO quired by law, or by this charter. q
No same may be given in person, or at {
or. | address recorded with the Secretary
ons the last known address of the person
IL, terested. and twenty-four hours will
,ore sufficient for all purposes, unless oth'
III wise provided by law, or by this chart'
t nns and all notices required by law or by tn
9,h charter may be waived by unanimous co
m sent of the Board of Directors or
ny stockholders, as the case may be, and su
H. waiver shall be entered on the minut
uo- OF the meeting TO which they apply. Su
waiver may be in writing, by wire
orally at the meeting. and the meeti
- may be held Hereunder at such place
4 may be agreed upon.
ARTICLE VII-This charter may
changed. modified. altered. amended,
the corporation dissolved with the asse
nm of the majority of the stock in all cas-
a. save that of dissolution. and of thru
a.. fourths of the stock. in the latter case,
nn general meeting of the stockholders HI
ond for that purpose, convened after notice
tha herein required, except in the case of d
rad solution. where notice shall be given
p required by law.
mis- ARTICLE VIII.-Upon the terminate
city of the charter the dissolution OF
sid corporation, its affairs shall be liquidat
.ssps by three commissioners elected or
per- pointed in the manner provided by the ]
sons of Louisiana, or hereafter In force.
who the event of death, resignation or reno
the of any commissioners, the survivors
reIa- survivor shall continue to act with all
ions powers and authority of the full boz
do Said commissioners shall be vested "
gree power and authority to do all things nee
os sary or permissible under the powers q
'ere- ferred on them by their appointment,
hem under the law to wind up the business
Law the corporation. to sell and convey
nder | property at private or public sale TO
ling duce its assets to money and distTlb
same among it's stockholders and to lI
- date the corporation.
Inc ARTICLE IX.-No stockhOlder shall
hay. held liable or responsible for the contra
for or faults of this corporation in any I
ano Their sum than the unpaid balance due
ages this corporation On the shares owned
cor him. Nor shall any informafty In org
ract. ization have the effect Of rendering