The herald., 1920-08-12
CHARTER.

sue or be sued in its corporate name, 10
make and use corporate seal and the
same to break, alter or discontinue
pleasure.
ARTICLE 1.-THE domicile OF this cor
poratiOn shall be- New Orleans, Louisiana
Citation and other legal process shall be
| served on the President, in his absence
! on the Vice President, or Secretary, or on
the Secretary Treasurer should these
offices be combined in one person.
/ ARTICLE HI.-The objects and pur-
| poses for which this corporation is estab-
! liShed, and the nature of the business to
! be conducted by il, is that of export
| freight brokers and forwarding agents, in
Guiding hereunder interstate inland and
| outward bound freights: to engage freight
! room from carriers of merchandise by
! land. water and sea to act as ship broHers
ana generally to do any and all things
! uSeful. proper or necessary to carry out
the said objects and purposes; the whole
/ for itself as principal or as agents. brOk-
ers 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
| tlflcat"S OF stock. signed by the Presi-
dtflt ana Secretary, or such other officer
| as may from time to time be designated
! by the Board of Directors This stock
snail he issued full paid and non assessa-
Die Tor money. property and labor paid to
| ana received by the corporation. All such
I
SesS equal rights in the corporation The
capital stock mOy be increased to two
hundred. fifty thousand dollars. No stock
snail be sold or transferred until IL has
nrSt been offered in writing to the cor
pOratlOn 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
ana also such as may not be so taken. n
s oooS value as established by the al
statement or the corporation last preced-
ing such offer: should more than tbrao
months have elapsed since such statement
was made. the profits and losses subse
8uent thsreto shall be ascertained by IT.
hoaru OF directors and added to or de
ducted from the book value. as the case
ma! ne such right shall be exercised an,
aFe price para in cash within thirty days
stockholders, and il shall be the duty
me Board of Directors to transmit src
9iter promptly TO the other stockhoIders
i im chSr OF death OF any stakeholder the
surviving stockholders. and any of them
SHaIi nave the right to require the BoarG
OF directors to call the stock held nv Tho
hheceased stockholder for purchase as
herelhDetore set out. and the widow heirs
and legal representatives of rho dacaasa.I
Shaii also have the right to tender sncI
sloCk 10 the corporation on the sam
70 III ana tn on failure OF the stockholders
10 I'm" ne me same, to require the dissoIutior
anu incubation of the corporation ar
enu OF one year after such offer Tbo
rIght herein created shall cease unless axe
erciSed within ninety DAYS OF the daafb -
Such stakeholder. '" Vi
ARTICLE V.-AlI the corrorats no,,.o
aesteu IN corporations by law. or bv tbiS
ni l.eI, snail De exercised by a BOARD Of
80 ho composed Of three stockholders
20 oe elected on the first Monday ~ Tun'
al ana annually thereafter, from wbnn,
Snai ne selected President Vice Preej |
gent and Manager, who. with the Secra- |
tio5 S Thd De the officers OF the corpora |
hoIuer or member Of the BOARD NJ n;
rectors The Board of Directors ia yos,ad
an AIM sore power to manage. conduct ana
uIreCt the affairs Of the ,ornor.tion ~
Tx the salaries Of Officers and ,omU,n 70
i9n OF the members Of the Board and Of
an employees; the right to declare divi
Surnf, 10 create and maintain q reserve.
surplus or undivided profit account bsforo |
ueclarlng dividends. and in it's Judgment to
increase or decrease the said accounts for
corporate uses. The Board shall have tba
saGa ~ sen the corporation. to merge the
same win another corporation to fix Tho
price terms and conditions of sucb sale
or merger, and to receive bonds stocts
OF securities in lieu of cash therefor. nro.
.iueu THIS Is done with the consent OF n |
majority of the stock given nj |. n,aottn
uuI! cdiieu Tor the purpose of considerinp
mar subject. Notice of elections for Roard
81 vi pirect3rs shall be given in writing TO
ta'n stockhoIder, by personal delivery or
oy mall at least ten days before such elac
IONS Al such elections, each share of
stoch snail be entitled to one vote IN no |
cast IN person or by proxy. which proxv
may De by wire, letter or procuration and |
Inc majority of votes so cast shall elect
Il ne annual meeting may be adjourned nv
those present and represented at the samc
ana failure to hold said meeting or to eiact |
Hoard Of Directors thereat shall not dis.
sove the corporation, and the Board in
OFFICE snail continue to serve until its suc
lessor is elected. Vacancy in the Bo,rd
snail be filled by the survivors oven
lnough less than quorum. ANY Director
absent from New Orleans may appoint an.
other director. by letter, wire or usnaI
proxy, TO attend for him the meetings a |
said Board. and such proxy shall be on
Tilted to exercise all the rights, duties and
powers OF his principal. The first BoorC
d directors shall be composed OF Uarry
IT, fitzpatrick. Irwin NJ. Fox and Rohart
J; Warrlck. with the first named as pros,
ueht; the second as Vice President and
he third Secretary Treasurer
ARTICLE VI.-Whenever notice ia ra.
lulred by law, or by this charter tho
anne may be given in person, or at The
iddress recorded with the Secretary or
ne last known address Of the person in !
crested, and twenty four hours will he
u11lclent Tor all purposes, unless other
wise provided by law, or by this charter
M all notices required by law or by this |
harter may be waived by unanimous con.
ent OF the Board Of Directors or the !
tcokholders. as the case may be, and such |
ialver shall be entered on the minutes |