The herald., 1920-02-26
CHARTER.

| and other legal processes shall be served
| upon the president, or in his absence,
or inability to act, upon any other officer
ARTICLE III-The objects and purposes
| for which this corporation Is organized,
and the nature of the business to be car
| ried on by 1t, are hereby declared to be:
to build and erect or to acquire. by pur-
| chase, lease or otherwise, one or more
pickeries or other cotton re-cOnditioning
establishments, and to own, maintain, and
| operate the same; To buy and sell, and
generally to deal in, all kinds of cotton and
cotton by-prOducts, baggings, ties, and
| accessories; to buy and SELL and generally
to deal in the objects above specified,
| either for the purpose of domestic ship
ment or foreign export; for its own use
and account or as the factor or agent for
| others, and, generally, to do and perform
| all other things incidental or germane to
! the objects and purposes above expressed.
| ARTICLE IV-The capital stock of this
| corporation is hereby fixed at the sum of
one hundred and fifty thousand dollars
| ($150, 000.00), divided into fifteen hundred
shares of the par value Of one hundred
dollars each. Said stock shall be issued
only for cash or in payment of property
received by or services rendered to said
| corporation. Said stock shall be fully
paid for at the time of its issuance, and
| thereafter be non assessabe. The said ap-
bearers declare that they each hereby sub
scribe for the number Of shares of the
capital stock of said corporation set op-
posite their respective signatures hereto.
No present or future stakeholder shall
ever validity sell, assign, or transfer, other
than by Inheritance, any of the capital
stock of this corporation until the same
shall have been first offered to the re-
naming stockholders for the benefit of
| those stockholders who may desire to pur-
chase the same, through the Board Of
Directors, for a period of ten days, at the
| book value of such stock as shown by the
| books Of the corporation, on the list day
of October last preceding the date of such
offer. 1t shall be the duty of the Board
of Directors, promptly, upon receiving an
offer of sale of any of the capital stock
of this corporation, to communicate the
same to the stockholders, in writing,
through the secretary of the company, and
each of the said stockholders shall be
entitled to purchase such proportion of
the stock so offered for sale as the num-
Der of shares owned by him at the time
bears to the number of shares owned by
all other stockholders desiring to parti-
| cipate in the purchase No sale under
foreclosure, attachment or other process,
or by virtue of any power of attorney,
pledge or hypothecation, shall be validity
made until the foregoing requirements
| have been complied with by the person
or persons, firm or corporation provoking
such foreclosure or sale. The Board of
Directors shall have authority, however,
to waive the above requirements as to any
| particular hypOthecatiOn pledge or
stock, by resolution adopted at a regular
| called meeting of the Board, or at a meet
| ing attended by all of the members of the
Board of Directors, such resolution being
adopted in advance Of the pledge or by
| pOthecation.
ARTICLE v-AlI the powers of this
corporation shall be vested in and be ex-
ercised by Board of not less than three
nor more than five directors, as determined
| in advance each year by the stockholders
and the first Board shall be: w. s. r.
Beane, who shall be president; George c.
! McCardell, who shall be yice-president and
general manager; Alpheus c. Beane, who
Slnn hn Il n
man and William May.
The above named Board of Directors
and officers shall continue to serve. until
the second Tuesday in January 1921, in
! which time and annually thereafter, the
stockholders shall elect from their own
number the directors of the corporation.
The above named board of directors and
each succeeding board shall continue to
hold office until their successors are
elected and qualified. The persons to be
hereafter elected directors shall select from
their own number a president, one or
more vice-presidents, secretary, treas
| urer and a general manager. Any two of
the above named officers, with the ex-
| ception OF president and vice-president
may be combined and held by one person.
On the second Tuesday in January 1921,
and annually thereafter, the stockholders
shall elect a board of directors for the
| ensuing year, except when such day shall
fall on a legal holiday, then upon the
next succeeding lay day.
The election Of directors shall be by
ballot, and the persons receiving the largest
number of votes cast shall be declared
| elected. For electing directors or for any
other purpose. each share Of stock shall
| be entitled to one vote, whether present
| or by proxy, but no fractional share shall
| be entitled to vote majority Of the
in person or by proxy, shall be required
| to pass any resolution or adopt any by
law, and which when so adopted shall
become valid corporate acts, provided a
/ n In
person or by proxy, at the time of such
action. In case of vacancy on the board
or among the officers, caused by death.
the vote Of the board, or for any other
cause. the remaining members Of the
board shall have the power to enact such
bylaws, rules and regulations as, in their
| opinion, may be necessary and proper for
the management, operation and control
| Of the business of said corporation.
ARTICLE vI-Notice Of all meetings Of
for any other purpose, shall be given in
writing by the secretary, to be deposited
In the mail at least ten days before such
meeting Is held, and directed to each
| stockholder at his last known address, as
the same shall appear upon the books Of
the corporation, unless said notice is
waived in writing by all the stockholders
appearing upon the books. At all meet
votes cast shall be sufficient to elect or
decide all questions voted upon, except for
the alteration, amendment or the dissolu-
ton of the corporation.
ARTICLE VII-This act Of incorpora
ton may be altered, amended or modified
or this corporation may be dissolved by
and with the assent of the holders Of
three-fourths In amount of its then out
standing stock given at a general meeting
of the stockholders to be convened after
fifteen days prior notice, to be given in
one OF the daily newspapers published In
the city of New Orleans in addition to a
personal notice to each stakeholder, as
provided under Article vi of this charter,
and such changes as may be made in ref
erence to an increase or decrease of the
capital stock shall be preceded by such
notices, delays and formalities as are re-
quired by law. And in the event of the
dissolution of said corporation, either by
limitation Of its charter or otherwise its
affairs shall be liquidated by three COM
missioners, to be appointed and elected
at a special meeting called for that pur-
pose as above provided, and who shall
remain in office until the affairs of said
corporation shall be fully liquidated, and
in case Of the death or disability Of one
or more of said liQuidators, the survivor
or survivors shall act in his stead.
| ARTICLE WILING stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due to the corporation on the shares owned
by such stakeholder, nor shall any mere
informality In organization have the ef-
feet OF rendering this charter null or of
exposing a stakeholder to any liability
beyond the extent Of his unpaid stock.