The herald., 1920-02-19
CHARTER

ing articles. to-wit:
ARTICLE THE name of this corpora.
ton shall be Roney x Company, Inc, and
under said corporate name il shall have
| succession for ninety nine years. unless
sooner dissolved, and shall have power
and authority TO contract sue and be
sued. to make ana use corporate seal,
the same to alter or break at pleasure
TO make all net essary rules and regnla-
lions for its corporate management and
control: and IL shall have and enjoy all
1.-The rights, privileges and immunities which
are now conferred upon or may hereafter
be granted TO. corporations OF the same
kind and character.
ARTICLE 1.-THE domiciIe of this cor
poraton is hereby fixed in the City of
New Orleans. State of Louisiana, and all
citation and other legal process shall be
served upon .he President of said corpora
81! ton. and in case of his absence upon the
Vice President. and in case of the absence
of both, upon the Secretary Treasurer.
4 ARTICLE IU.-The objects and pur-
poses for which said corporation is or
CARRIED are declared to be TO conduct a
general brokerage and commission mer-
chant business; to act as agents for 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 ii or with which it
may be in any way connected: to own.
hire. lease, charter and operate vessels.
barges lighters or other means of trans
pOrtatiOn; and generaify. 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 fixed
at the sum of twenty-five thousand
/ $1,000 dollars, divided into two hundred
and fifty $3.50 shares of the par value OF
one hundred dollars each, all of which
shall be common stock. and the same may
ba in M
erty or services actually received by or
rendered to the corporation. This Com
pany shall become Il going concern and
authorized TO transact business when
! twelve thousand five hundred ($125O0} dol
lars of its capital stock shall have been
i subscribed for and fully paid in. No
transfer Of stock shall be binding upon
this corporation unless made and recorded
upon its 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 y.-All 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 Beard 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 the
Board. shall be required 10 pass any reso-
lution or adopt any bylaw, which when
so passed or adopted shall become valid
corporate acts. The Board of Directors
shall be elected annually ut 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
I'm AE5 of h. s.r.. IL.
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
feifure 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
fled. ANY vacancy in the membership of
the Board or Directors shall be filled for
the unexpire6 term by the remaining hi
rector or directors. The officers of the
corporation shall consist OF President
two Vice Presidents. Secretary and a
TREASURER. which last named officer need
not be n director or stakeholder of the
Company. and 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. ID. Gecghegan, who shall be
resident j. C. Roney. who shall be Vice
President and Manager; A. Q. Peterson
who shall be Vice President: NJ u. Coate
who shall be Secretary; ii. +. Rowley. who
shall be Treasurer.
ARTICLE vII-This Act of Incorpora.
ton may be changed, altered or amended
! or this corporation mag be dissolved by
and with the consent Of the holders of two
thirds In amount of its then outstanding
STOCK at general meeting convened fol-
4 that purpose. after thirty days notice in
WHITING mailed to each stockholders last
SHOWN address, and after fifteen days pub
lcaiion IN one of the daily newspapers
pnDnsned 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
70 be elected at general meeting of
shareholders convened for that purpose
after notice rs provided in this article
and they shall remain in office until the
anairs of the corporation shall have been
fuliy itluidafed; and i'm case of the death
| or INABILITY to act of one or more Of fba
said liquidafors, the survivor or survivors
snaii continue to act under the provisions
and in accordance with the terms ~ Soc.
lion 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
ms corporation in any further sum than
me unpaid balance due upon the shares of
STOCK owned by him; nor shall any mere
iniormaiuy In the organization have the
effect OF rendering this charter null or Of
opposing any shareholder to any liability
beyond the unpaid bafance due upon his
stock. nor shall any mere informality or
trreguiarity in the organization have the
effect OF rendering any shareholder liable
as partner.
ARTICLE IX.-No present or future
stakeholder shall ever validity sell. assign
or transfer, other than by Inheritance. anv
or the stock of this corporation until the
same shall have been first offered 10 the
remaining stockholders for the benefit M
nose stockholders who may desire to pur-
chase the same, through the Board of nj
rectors. for period of ten DAYS. at the
book value of snch stock as shown by the
books of the corporation ut the close Of
the last preceding fiscal year. Ii shall he
the duty Of the Board of Directors
promptly upon receiving an offer of sale
OF any OF the common stock of this corner
alton TO communicate the same TO the
stockholders, In writing through the SEQ
retary, and each of the said stockholders
snail be entitled TO purchase such pronor-
non or the stock so offered for sale as the
NUMBER or shales owned by him Mt tbe
!imc bears to the number of shares owned
by all of the stockholders who may de-
sire TO participate in the purchase No |
sale under foreclosure. attachment or other
process or by virtue of any power of ar |
torney, pledge or hypothecation. shall no
vaiidly made of any of the stock on this
corporation until the foregoing reouire-
ments have been complied with by the per |
son or persons, firm or corporation pro |
voking such foreclosure or saieN Tha
board OF Directors shall have authority |
however. waive tha ahovo ra.o;~--.--