The herald., 1920-02-12
CHARTER


ne granted to corporations Of the same
kind and character.
ARTICLE 1.-THE domieile of this cor
poration is hereby fixed in the City OF
New Orleans. state of Louisiana, and all
citation and other legal process shall be
served upon the President of said corpora
tion and in case of his absence, upon the
Vice President, and in case of the absence
Of both, upon the Secretary Treasurer.
ARTICLE IH.-The objects and pur-
poses for which said corporation is or
ganized are declared to be to conduct q
general brokerage and commission mer-
chant business; to act as agents for i'm
porters and exporters; to act as foreign
insurance of all kinds upon any goods or
property handled by it or with which 1t
may he in any way connected; 10 own,
hire. lease. charter and operate vessels,
barges. lighters or other means of trans
portatinn: and, generaffy. to do any and
all things incidental or germane to any
of the objects and purposes above speci
fed.
stock of said corporation is hereby fixed
at the sum of twenty-five thousand
($25, 0O0) dollars, divided into two hundred
and fifty (250) shares of the par value OF
one hundred dollars each, all of which
shall be common stock, and the same may
be issued for cash or in payment of prop
erty or services actually received by or
rendered to the corporation. This Com
authorized to- transact business when
twelve THOUSAND five hundred l$l25OO) 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
upon it's books. The parties hereto de-
clare that they have subscribed for the
number of shares of the capital stock OF
the corporation set opposite their respec-
tive signatures.
ARTICLE VAN of the powers Of said
corporation shall be vested in and 'exer-
cised by Board Of Directors. composed
Of not less than three nor more than five
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 shall consti-
tute a quorum for the transaction OF all
business. A majority of the Board Of Di-
rectors voting in person or by proxy.
which they are specially authorized to Is
sue in favor of any other member Of tho
Board, shall be required 10 pass any reso-
luton or adopt any bylaw, which when
so passed or adopted shall become valid
corporate acts. The Board of Directors
shall he elected annually at a 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 at
his last known address appearing upon
the books of the corporation, unless such
notice he waived by unanimous consent.
The failure from any catDe, to hold the
annual meeting or the failhre to elect Di-
rectors thereat shall not operate the for
fixture of the charter or impair the cor
porate management, but the Directors
then in office shall serve until their sue
cessors have been duly elected and quail
fed. Any vacancy in the membership of
the Board or Directors shall be filled for
the uncxpirec term by the remaining pi-
| rector or directors. The officers of me
corporation shall consist Of President.
two Vice Presidents, a Secretary and a
Tre.Surer which last named officer need
not be a director or stakeholder Of the
Company. aud the offices of Secretary and
Treasurer may be combined with any other
offices.
ARTICLE vI.-The first Board of Di-
rectors shall serve until their successors
are elected and qualified and shall con-
| sist of A. u. Gecghegan, who shall be
President: j. c. RoDey, who shall be, Vice
\ President and Manager; A. q. Peterson,
who shall be Vice President: NJ. b. Coate.
who shall be Secretary; ii. T.. Rowley, who
shall be Treasurer.
] ARTICLE vII-rhis Act of Incorpora-
tiob may be changed, Altered or amended
or this corporation may be dissolved by
and with the consent of the holders of two
thirds in amount Of its then outstanding
stock ut general meeting convened for
that purpose. after thirty days notice in
writing mailed to each stockholders last
Known address, and after fifteen days pub
iication In one of the daily newspapers
published in the City of New Orleans. as
|
should be dissolved by limitation or other
wise Its affairs shall be liquidated under
the supervision Of three commissioners
to be elected alta general meeting OF
| shareholders convened for that purpose
after notice as provided in this article
and they shall remain in Office until the
affairs OF, tho corporation shall have been
fully liJuidated, and in case of the death
or 1nsbility TO act Of one or more of the
said 1iquidators. the survivor or survivors
shalt continue to act under the provisions
aud in accordance with the terms Of Sec
tion 30 of Act 267 of 1914.
ARTICLE VIII No shareholder of this
corporation shall ever be held liable or
responsible for the contracts or faults OF
this corporation in any further sum than
the unpaid balance due upon the shares OF
stock owned by him; nor shah any mere
informaliiy in the organization have the
effect OF rendering this charter null or OF
exposing any shareholder to any liability
beyond the unpaid balance due upon hi.
Stock nor shall any mere informality OF
irregularity in the organization have the
erect or rendering any shareholder liable
| as partner.
/ ARTICLE IX-No present or futn r.
stakeholder shall ever validity sell. assign
or transfer, other than by Inheritance any
OF the stock of this corporation until the
same shall have been first offered to the
remaining stockholders for the benefit OF
these stockholders who may desire to pur.
chase the same, through~the Board of Di.
| rectors. for period of ten days, at the
book value OF such stock as shown by the
hooks Of the corporation at the close OF
the last preceding fiscal, year. 1t shall b.
the duty Of the Board of Directors
promptly upon receiving an offer of sal,
or any OF the common stock of this corpor
alton TO communicate the same to the
stockholders. In writing, through the Sec
rotary. and each of the said stakeholder,
shall be entitled to purchase such proper.
ton OF the stock so offered for sale as tn,
number of shares owned by him at thu
time bears to the number of shares owned
by all of the stockholders who may de.
sire to participate in the purchase NJ
sale under foreclosure attachment or Other
process or by virtue of any power of at
torney. pledge or hypothecation, shall b,
validity made Of any of the stock of this
corporation until the foregoing require
ments have been complied with by the per
son or persons, firm or corporation pro
vokiDg such foreclosure or sale. TIL,
Board of Directors shah have authority
however. TO waive the above requirement,
as to any particular hypothecation O,
pledge of stock by resolution adopted M
n regular meeting of the Board or at ,
meeting attended by all of the member
OF The Board In person or by proxy, sucf
resolution being adopted I'm advance of tn,
pledge or hypothecation.
Thus done and passed at my Office II
the City of New Orleans, on the DAY
month and year first hereinbefore written
, in the presence of Salvador Schilleci ant
Frances Eisler, competent witnesses, VIII,
hereunto- sign their names. with the sal,
appearers and me. Notary, after due read
ing Of the whole.
Witnesses: 8. Schilleci. f. Eisler.
T.wtr cd. N