The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-29
CHARTER.

ton and organization of corporations. they /
have cOSenanted and agreed, and do. by |
these presents, covenant and agree ahd /
bind themselves, as well a. those VINO AtiN !
hereafter become associated with them. 10 /
form themselves into Il corporation for the |
objects and purposes. with the name. ana /
under the StipulatiOn>. following, to-Mlt . 7
ARTICL T. The name ana style Of /
this corporation shall be-. National I'm
port Export Company. Inc. ana by !
said corporate name il shall have ana en-
JOY succession and existence for period
of ninety nine Years. unless sooner as
solved. and shall have all of the rights,
privileges and immunitr~ granted by Ia"
to corporations. aud. under said "orp"r-
ate name. il shall have power and author
ity to contract. ~" and be sued, TO make
and use Il corporate seal, aud 10 break or
alter the same at pleasure, ana make an
necessary rules and regulations Tor IT.
corporate management aud control. ana
shall have and enjoy MI the rights. PRIV
ilcgrS and immuuiti"S which now or may
hereafter be- granted 10y law 10 corpora
lions of the same kind and character.
ARTICLE IL The domicilc of this cor
pOratiOu shall bc in the City of New or
leans, state Of Louisiana. and AL citations
and other legal processes shall be served
upon the President. or in his abS"nr" or
inability TO act. upon any other officer Of
the corporation.
ARTICLE UI.-Tha objects and pur-
poses for which this corporation is or
ganiZrd. and the nature 81 tur uAsIuv~> 20
be: The doing of "a general ware housing
business and to cnga-" in a general way
in the business of importing and exporting
various wares and merchandise. to carry
on Il general commercial agency business,
TO buy and sell merchandise of all kinds
~ principal or agent. to gather and FUR
niSh commercial and credit reports, To at
tend TO making collections ana To IN"
negotiation Of loans aud to do all acts and
things necessary and appropriate to carry
on general import and export business
as principal or agent the foregoing details
not being intended to be exclusive. and
To do any act or thing necessary or proper
TO accomplish the objects ami purposes of
the said corporation.
ARTICLE lN.-Thr capital stock Of this
! corporation is hereby fixed ut the sum OF
| two hundred and fifty thousand and
no 100 tS2JOOoOOOl dollars. divided into
and represented by two classes, preferred
! and common. in the proportion OF on"
| hundred and seventy five thousand and
| no 100 (SlIj.OOOOOl dollars OF preferred
| stock and Seycnty-hVe thousand and
no 100 tS1J.OOO.UOD dollars uf common
| stock. The capital stock may b" increased
| to the sum of one million and no 100 ISL
| WO,OOOOOl dollars. The preferred stock il
| to be divided into one thousand seven
| hundred and fifty G.IJOl shares of the
| par value Of one hundred aud no/lOO
! (SlOOODl dollars per share. and II shall
| be entitled TO Receive out of any and all
| surplus net profits whenever a>certain"d
| cumulative dividends at the rate of eight
| go per cent per aunum in each and
| every year hereafter. payable al such
| periods rs the Board of Directors may do
| tcrmine. in preference and priority ~ any
| payment of dividends on the common
| stock for the period thcrct Ofure elapsed.
| The preferred stock. however. shall not be
| entitled to participate" in any other gen
| cral earnings or profits beyond tn" said
| eight lN'CD per cent annual cumulative
| dividends. but shall bp entitled to be- re
| paid in full with the accumulated unpaid
| dividends thereon upon any distribution Of
| the assets of said corporation or in tn"
event of Insolvency. liquidation. diSSolu-
| tion or termination of its corporate cN-
i>tenrc. before any distribution OF capital
| or earnings shall be made To- the holders
| of the preferred stock may be retired and
| redeemed by the Board OF Directors in
| its discretion AZ amy time IN such manner
| and upon such notice rs the Board may
! determine al the price of one hundred and
| ten and no 400 tSllO.OOi dollars for each
share together with all accrued dividends
| thereon. II, after providing for the pay
mpnt in full of all dividends for any year
! on the preferred stock aud any accumu-
! lated dividends that may be- due on said
| stock for preceding years. there shall re
| main any surplus net profits. such surplus
| net profits may he applied by the Board
| of Directors. either to the payment of
! dividends upon the common stock or may
| be devoted TO the redemption of all or any
| part of the preferred stock, or may be APP
| piled to any other purpose relating TO the
/ COmpany'S business as the Board, in its
| discretion, may deem fit. The preferred
| stock shall have no voting power what>o-
| ever or connection with the control of the
| corporation, the holders thereof hereby
| expressly waving any right TO vote said
| preferred stock at elections for directors
| or on any other question. or to participate
| in stockholders meetings convened for
| any purpose whatsoever. The common
| stock is to be divided into seventy five
| hundred shares Of the par value of ten
and no 400 $1,000 dollars per share. The
| n he
| vested exclusively in the common stock.
| which is to have the entire control and
| mana cement of the corporation. No stock
| may be issued except for labor done, SerN-
ices rendered or money or property actual
| ly received. and no present or future
| stakeholder shall ever validity sell. assign
or transfer. other than by Inheritance. any
of the common stock of this corporation
until the same shall have been first of
fered i'm writing to the remaining holders
of the common stock for the benefit OF
such stockholders rs may desire to pur-
chase the same. said offer Ia be addressed
TO the Board of Directors and ten days
shall be allowed for the acceptance OF
same in writing by any of the common
. | stOckh holders of the corporation who may
be willing to pay the book value of said
| stock as shown by the books Of the cor
| pOratiOn on the first day of January las
preceding the. date of such offer. Eacl
| holder of the common stock of this cor
| pOratiOn shall be entitled to purchaS,
stock 80 offered for sale in the proportion
| that the number of shares owned by hin
| at the time bears to the number of share
owned by the other holders of the com
mon stock who desire to participate in tn
| purchase.
ARTICLE V.-All the powers of thi
, corporation shall be vested in and eXer
cised by Board of not less than tire
nor more than five Directors. as may b.
{ determined in advance each year by tn
| common stockholders, at the annual mpet
- ing of the common stockholders or at an,
special meeting called for the purpose o
: increasing or decreasing the number q
directors within the limitations of thi
q article. The first Board of Directors shal
= be: John J. Gillespie whose pOstoffie
r address is 26l4 State Street, New Orleans
La. who shall be President: Frank J
r Grunenthal whose pOstoffice address /
Grunewald Hotel, New Orleans. La. VIII
shall be Vice President and Warren II
D Powell. whose pOstOffice address is 1872
Josephine street. New Orleans, La, VIII
shall be Secretary Treasurer. The abov
. named Board of Directors and officer
$ shall continue to serve until the seCOn
Tuesday in January. 1922. at which tim,
and annually thereafter, the common stock
1 holders shall elect from their number tn
Directors of this corporation. The abOv
named Board of Directors and each sue
$ ceeding Board shall continue to hold Offic
r until their successors are elected and quail
p flied. Each succeeding Board of Director
= shall. at their first meeting following
q their election. select from their number
r President, Vice President and a Secre
| taryTreasurer. The election of Director
n | shall be by ballot and the person receivin
,, | the largest number of votes east shall b
n declared elected. Each share of cOmmo
1 | stock shall be entitled to one vote at meet