The herald., 1920-11-18
CHARTER.

sCribed who declared that, availing them
selves of the provisions of the laws of
the State relative to the organization OF
corporations. and more particularly of Act
No. 267 Of the General Assembly of th-
State. approved July ., 1914. they hay,
COyenanted and agreed and do by th'S'
presents covenant and agree, bind, form
and constitute them selves. a. well as su"a
persons as may hereafter Join or bvcOm"
associated with them, into a corporation
and body polite in law, for the objects
and purposes and under the agreements
and stiPulatIUns following. to-wlt.
ARTICLE THE name and style OF this
corporation shall be- William h. SoaCo ~
Company. Incorporated. and under that
nam" IL shall have and enjoy all ia .rights
privileges and advantages granted 10y law
to corporations. II shall exist for III"
period of ninety min" Years from this date,
IL shall have the power TO contract, sue
and hc sued in its corporate name, To make
and use corporate seal. and the sam" 10
break or alter al pleasure, 10 hold. Receive.
purchase, cultivate, improve, convey. mort
gag, hypothrrat" or pled-" property, both
real and personal. TO I>~U" bonds. notes
and Other obligations or negotiable iE>iru-
m"ut~, To have ana employ such managers.
directors. officers. agents aud other rm-
rioy",s as the interest and CouyrHi,ur"
of said corporation may require, or de-
maud. 10 make and establish such by
laws. rules and regulations for IA" curpuT-
az" management and control of the affairs
of the corporation as may be- qrsut,d Iu,,.~-
~ary and cNVodirut.
ARTICLE 1.-THE domiriI, Of said cor
poratiou shall be established in the City
of New Orleans. State OF Louisiana. Iui
All citations aud other legal process shall
Ice served on the president, and. in his alb
>eucc, on the Secretary.
ARTICLE III.-TA" objects and pur-
! poses for which this corporation - organ
| lied aud the nature of the business tu Toe
carried on by il are hereby declared to br:
l % an H,.4l IA al
| rice. COFFEE and other merchandise o.
every Kind and character. including the
! buying and selling on commission for it
self for others. aud To- import and ,.N-
| port such merchandise aS il may buy or
sell. and to that end. To own property oI
every Kind and character Whatsoever as
may bc deemed necessary in the discretion
! OF the stockholders, ana to do any and all
| charaCtcr 81 business which may be ger
maEe or incidental 10 mercantile bust
/ ness.
| ARTICLE IV.-The capital stool. Of this
corporation is hNrd at tn" sum of nifty
| thousand lSJUurOUNl dollars, divided into
| tIyc hundred tJUUj shares Of the par value
| Of one hundred dollars tSlO10Ol each. AIl
shares Of stock shall bc full paid and non
! asSe>sahle. and shall be paid for in cash
| or in property taken over 10y the corpora
| ton. No transfer Of stock shall be bind
| ing upon the corporation unless made
! upon ia" books. and all certificates Of
| stock shall bee signed 10y such officers as
may be designated by the Board OF hi
| rrCtors.
! ARTICLE V.-Al the corporate powers
/ % the Company shall be vested in and
the management and control of lis affairs
! shall be exercised by Board of Directors
composed of three stockholders, Il majority
| of whom shall constitute a quorum for the
| transaction Of all business. The pirec-
tors shall be elected annually by ballot on
| the first Monday Of August in each year.
| Each stakeholder shall br entitled in per
| son or by proxy, to vote for each share
/ Of stock owned by him. and all elections
! shall be hAd under such rules and rrgula-
| tons as may be determined by the Board
lof Directors. after fifteen days notice by
mail of such election shall have been sent
to each stOckholder at his last known ad-
dress. The Directors thus elected shall
continue in office for one year. or until
their successors shall have been duly
elected and qualified. No failure to elect
shall be regarded as a forfeiture of this
charter. Any vacancy occurring on said
Board shall be filled by the remaining Di-
rectors Tor the uneXpired term. The said
Board shall, at the first meeting after it,
election, nominate out of its number a
| President, Vice President and a Secre-
| tary-Trcasurcr. Said Board shall have the
right to appoint and dismiss such clerks
managers and other employees of the cor
pOratiOn as conditions may Justify, or the
business of the corporation may require
The tenure of Office of all employees of tn,
corporation shall be during the pleasure OF
the Board of Directors. Any of the hi
lappOint, by written instrument. another
Director or stakeholder to act as hi,
proxy, and in his stead. at any and al
meetings Of the Board of Directors.
ARTICLE Vino stakeholder snail eve
be held liable or responsible for the con
tracts. faults or debts of said corporation
nor shall any mere informality in its or
, ganlZatiOn have the effect of rendering thi
charter null, or 81 exposing any stock
holder to any liability beyond the unpai,
balance due on the shares owned by him
ARTICLE VII.-This act of incorporation
may be changed. modified or altered. o.
this corporation may be dissolved, Will
the assent of the stockholders owninl
three-fOurths of all the stock of the cor
} poration, at a general meeting convened
! for that purpose, and after at least tel
; days written notice Of this meeting Ia
. been given through mail addressed to eacl
! stakeholder, at his last known place OF res
! idence. Whenever this corporation is dis
solved, either by limitation or otherwise
its affairs shall be liquidated by thre
lliquidatOrs, to be selected by the stock
holders at meeting legally convened 70
{ that purpose.
ARTICLE VIII.-Cntil the election to b
held on the first Monday of August 1921
Messrs. Edwin Z. BRANDED. President; JOhl
: :. Talmage, Vice President, and Alma q
Pearce, Secretary Treasurer. shall consti
tute the first Board of Directors. Of whom
Edwin =. BRANDED shall be President OH
s. Talmage shall be Vice President. an,
Alma o. Pearce shall be Secretary Treas
urer.
$ ARTICLE IX.-No stakeholder of thi
, corporation shall dispose of his stock I
/ any third party without first Offering it {
D the corporation at its book value. TIL
4 corporation shall have thirty 800 day
r within which to accept or reject this Offer
/ and IL said offer is not accepted upon tn
1 expiration Of thirty 500 days. then and i
( that event, the said stockholders shall b
at liberty to dispose of his stock as h
1 deems proper.