The herald., 1920-02-26
CHARTER


ing articles. towit:
ARTICLE 1.-The name of this corpora
ton shall be Roney q Company, Inc, and
under said corporate name IL shall have
for ninety-ni years, unless
sooner dissolved, and shall have power /
and authority to contract, sue ana De
sued; to make and use corporate seai,
the same to alter or break at pleasure
to make all necessary rules and regula-
lions for its corporate management ana
control; and IL shall have and enjoy all
the rights, privileges and immunlties wnicn
are now conferred upon or may hereafter |
he granted to corporations OF the same
kind and character.
ARTICLE 1.-THE domicile of this cor |
poration is hereby fixed iT the City OF
New Orleans. State of Louisiana, and all
citation and other legal process shall be
served upon The President of said corpora
ton, and. in case of his absence, upon the
Vice President, and in case of the absence
of both, upon the Secretary Treasurer.
ARTICLE IU.-The objects and pur-
poses for which said corporation is or
gained are declared to be to conduct
general brokerage and commission mer-
chant business; to act as agents Tor I'M
porters and exporters; to act as foreign
and domestic freight fOrwarders; to place
insurance of all kinds upon any goods or
property handled by 1t or with which IL
may be in any way connected; to own,
hire. lease. charter and operate vessels,
barges lighters or other means of trans
portatiOn; and, generally. to do any and
all things incidental or germane TO any
of the objects and purposes above speci
fed.
ARTICLE Iv.-The authorized capital
stock of said corporation Is hereby nNe9
at the sum of twenty-five thousand
(S2J 0O0) dollars, divided into two hundred
and fifty (2J0) shares Of the par value OF
one hundred dollars each, all OF which
shall be common stock, and the same may
be issued for cash or in payment or prop
erty or services actually received by or
rendered to the corporation. This Com.
pany shall become a going concern ana
authorized to transact business wnen
twelve thousand five hundred Ssl2Soo) DOL,
lars of its capital stock shall have been
subscribed for and fully paid in. NO
transfer Of stock shall be binding upon
this corporation unless made and recorded
| clare that they have subscribed for the
number of shares of the capital stock or
| the corporation set opposite their respec-
| tive signatures.
| ARTICLE v.-Iill of the powers of said
| corporation shall be vested In and exer-
cised by a Board Of Directors, composed
| Of not less than three nor more than hye
| stockholders, as determined by the Stock
| holders at each annual meeting or any
/ special meeting called for that purpose,
| and a majority of the Board shalk consti.
\ tute a quorum for the transaction Of all
business. A majority of the Board OF d.
rectors voting In person or by proxy
! which they are specially authorized to is
| sue I'm favor of any other member OF the
Board shall be required to pass any reso-
luton or adopt any bylaw, which when
SO passed or adopted shall become valid
corporate acts. The Board of Directors
shall be elected annually at general
meeting of the stockholders, to be held on
the first Tuesday In January, 1921, and
annually thereafter, after ten days writ.
ten notice mailed to each stakeholder al
his last known address appearing upon
the books of the corporation, unless such
notice be waived by unanimous consent
The failure, from any cause, to hold the
annual meeting or the failure to elect Di
rectors thereat shall not operate the for
feiture Of the charter or impair the cor
porate management, but the Directors
cessors have been duly elected and quail
fed. ANY vacancy In the membership o
the Board or Directors shall be filled fol
the uncxpired term by the remaining ri
corporation shall consist Of a President
two Vice Presidents, Secretary and ,
Treasurer. which last named officer neet
not be n director or stakeholder Of tn,
, Treasurer may be combined with any othe
! offices.
ARTICLE vI-The first Board Of Di
, rectors shall serve until their successor
are elected and qualified and shall con
sist of A. ID. Geoghegan, who shall b.
, President; J. c. ROney, who shall be Vic
!. President and Manager; A. Q. Peterson
. who shall be Vice President; NJ. B. Coate
|. who shall be Secretary; III. L. Rowley, VIII,
! shall be Treasurer.
ARTICLE vII.-This Act of Incorpora
{ tion may be changed. altered or amende,
; or this corporation may be dissolved b,
and with the consent of the holders of two
3 thirds In amount Of its then outstanding
( stock at general meeting convened TO
e that purpose, after thirty days notice Il
, writing mailed to each stockholders las
! known address, and after fifteen days pub
: lication In one of the daily newspaper
8 published in the City of New Orleans, a
prescribed by law. If this corporatio
e should be dissolved by limitation or other
: wise, its affairs shall be liquideted unde
: the supervision Of three Commissioners
to be elected at general meeting @
J. shareholders convened for that purpos,
b after notice as provided in this articl,
e and they shall remain in Office until tn
o affairs Of the corporation shall have bee
d fully liquidated; and in case Of the deaf
: or inability to act Of one or more of tn
y said liquidators, the survivor or survivor
= shall continue to act under the provision
/, and in accordance with the terms Of Sex
: ton 30 of Act 267 of 1914.
e ARTICLE VIII No shareholder of tn
y corporation shall ever be held liable q
e responsible for the contracts or faults
b this corporation in any further sum tina
n the unpaid balance due upon the shares
y stock owned by him; nor shall any mel
y informally In the organization have Il
leueCt OF rendering tn1S CnArter null or
Is exposing any shareholder to any liabilit
n beyond the unpaid >bafance due upon h
/. stock; nor shall any mere informality
q trrcgularity In the organization have Il
effect Of rendering any shareholder lab
b as a partner.
~ ARTICLE IX.-No present or futui
- stockholders shall ever validity sell, assig
~ or transfer other than by inheritance, an
|. of the stock Of this corporation until Il
same shall have been first offered to Il
| 70 ba ua6f
- those stockholders who may desire to pu
y chase the same, through the Board of ID
- rectors. for q period Of ten days, at Il
"a book value Of such stock as shown by Il
books Of the corporation at the close
! the last preceding fiscal year. 1t shall I
:; the duty of the Board of Director
Z. promptly upon receiving an offer Of sa
a Of any Of the common stock of this corpo
. alton to communicate the same to Il
y stockholders, In writing, through the Sc
rotary, and each Of the said stockholdel
s. shall be entitled to purchase such propo
= ton OF the stock so offered for sale as II
:, number Of shares owned by him at Il
n time bears to the number of shares owne
by all Of the stockholders who may d.
= sire to participate I'm the purchase.
!" sale under foreclosure. attachment or 9th,
II process or by virtue of.any power Of a
,e torney, pledge or hypothecation. shall
~ validity made of any of the stock Of tn
N corporation until the foregoing requir
= ments have been complied with by the pc
- son or persons, firm or corporation pr,
- voking scch foreclosure or saleA tt
= Board OF Directors shah have authorit
;. however, TO waive the above requirement
~ as to any particular bypothecation ,