The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-15
CHARTER OF kILPNTRICk-HN \
COMPANY. INC

CHARTER OF kILrNTRICk-HNY n
COMPANY. nc.
United States OF America. state Of Lou
i~iaua. Parish of Orleans. Ciry of New or
leans. T." II known that on this ffth day
nf the month of Juu". iu tn" year of our
! Lord one Thousand min" hundred auG
twenty. aud OF tho Independence OF Ia"
Hitrd States OF America. the Oh" hundred
land forty fourth. h"iur" me. Henry y.
Dart. Jr. Il Notary Public, duly commits
stoned and qualified. in and for this city
and the Parish of ORLEANS. therein r">id-
ing. and in Ia" presence Of the witnesses
hereinafter named aud undersigned. per
Soually cam" aud appeared. IN" persons
who's" names ar" h"rruHtu subscribed. who
declared that. awaiting themselves "f III"
provisions of the laws Of Ga" STATE. rrlI.
tive to the organization Of corporations.
they have coNrnantrd and agreed. and d"
by these presents covenant and agree.
bind form and constitute" themselves. as
well aS such other persons who may here
after JON or hcroW" aSSorlat"d win them
into corporation and body politi" in law
tor tn" objects aud purposes. and under
the agreements and StipuldtIon~ following
Ito-wit.
! ARTICLE The name of this corpora
ton shall h" Fitzpatrick Hay \ Co. Inc
| and under it, corporate name il shall haN'
ana enjoy existence and succession for
fifty years from the date of this act. au,
all the rights. privileges and advantage.
now or hereafter granted by law 10 cor.
p"rati"n>. including TIA" power to contract.
! sue or h" sued in it, corporate name. {,
! make and H." corporate seal aud iu,
same L" break. alter or discontinue
| pleasure.
! ARTICLE 1.-THE domicilr Of this cor
! pOration shall h, New ORLEANS. Luui~iap.
! citation and other legal process shall hc
| served on TIA" President. in his absence
on tn" Vie" President or Secretary. or on
| the Secretary Treasurer. should these
offices b" combined in one person.
ARTICLE III.-The objects and pur-
poses for which this corporation is eStab.
| li>h"d. and the nature of the business to
j." conducted 10y il. il that of export
! freight brokers and forwarding agents in
Guiding hereunder Interstate inland and
| outward bound frrightS. to engage freight
| room from carriers of merchandise by
| land. water aud sea. TO act as ship brOHprS
| and generally To do any aud all things
| useful. proper ar necessary to carry ont
| IN" >aid objects and purposes: the whole
Tor Itself ~ principal or aS agents brOk-
"rN ar representatives. of others
ARTICLE IN.-Thc capital stock Of this
| corporation shall be- ten thousand dollars.
divided into one hundred shares of ON,
| hundred dollars each. represented bv Ger
| tlfiCatr> of stock. signed by the PrrSi-
! dent and Secretary. or such other officer
| as may from tim" To time b" designated
| by the Board of Directors This stock
shall Toe issued full paid and nOn-aSSesSa-
| hl" for money. property and labor paid to
and Received 10y the corporation. All such
Slo'h Shall be common. and have. and
N">> equal rights in the corporation. Thu
capital stock mOy be increased TO tive
| hundred. fifty thousand dollars No stock
snail he sold or transferred until il has
first been offered in writing to the cor
pOratiOn for the use and benefit of all
other stockholders of record at the time
OF such offer. Such stockholders and any
of them. shall have the right 10 purchase
said stock in proportion TO their holdings
ana also such as may not be so taken
book value as established by the an
statement OF the corporation last proceed
ing such offer; should more than thre.
months have elapsed since such statement
was made. the profits and losses Subsc-
quent thereto shall be aScertained bv I,
hoard OF directors and added to or de
Quoted from the book value. as the cas-,
may be. Such right shall be exercised an,
me price pad in cash within thirty DAYS
after me offer is communicated to tn
stockholders. and il shall be the duty |
the Board of Directors to transmit su, |
0ffer promptly to the other stockholdpr,
In ease of death of any StOckhoIdcr IN,
surviving stockholders, and any of them
snail nave the right to require the Boar, |
OF directors TO call the stock held by the
deceased stakeholder for purchase -.
heTelnbetore set out. and the widow. heirs |
ana legal representatives of the decrease, |
snail also have the right to tender SucI |
STOCK 10 the corporation on the sam,
Terms ana on failure of the Stockholders |
70 !ah ne me same, TO require the dissolution |
dnd liquidation of the corporation at
emu OF one year after such offer Tho
right herein created shall craS. unIcss ,X
'I'iS'd Withln ninety days of the death of |
such StockhOlder.
ARTICLE V.-Au IN. cor,,or.,,... ,.
vested in corporations by law ar h, ,b;,
rnarter, shall be exercised by a BOARD nr |
pht''oTN' composed of three stockholders
10 oe elected on ia" first Monday of Jun. !
l"-l. ana annually thereafter from vbnp,
snail he selected President Vice. prasi |
uent ana Manager. who. with the Secre |
.arE' snail he tn" Officers of the corpora
tl"n. tn" Secretary need not be , >rn.i,
h"l'"r or member of the Hoard of ~; |
rt'tor>. The Board of Directors il ycxt.d
WIN Nol' power to manage. conduct aud
dlr"rt tn" affairs of the corporation. 10
IN tht salaries of Officers aud .omucu.u-
li3h OF the members of the Board. ana a;
All employees; the right to ,!.rIur. ,ii,-i
uehdS' 10 create aud maintain a reserve
surplus or undivided profit account before
ue'hrlhS dividends, and in its Judgment IN
increase or decrease the said accounts fnr
corporate uses. The Board shall have the
right TO sell the corporation. to merge the
same with another corporation TO fix IN.
price, terms and conditions of such sale
or merger. and to receive bonds stocks |
or securities in lieu Of cash therefor nro
Nldrd TINS is done with the consent of = |
majority OF the stock. given at "A meetinp
duly called for the purpose of considerin,, |
that subject. Notice of elections for BOARD |
OF directors shall be given in writing to |
each stakeholder. by personal delivery ar |
ny mail, at least ten days before such rI,c-
lions. At such elections each share or |
stock shall be entitled to one vote To ne
east IN person or by proxy. which proNy
may ho by wire, letter or procuration. ana
the majority of votes so east shall elect
The annual meeting may br ad ioururd nv
those present and represented at the s,u,r
ana failure 10 hold said meeting or to elect
I'oard OF Directors thprcat shall not dis |
solve the corporation. and the Board IN
office shall continue to serve until its sue
ceSSOr Is elected Vacancy in the Board |
shall he filled by the survivors even |
though less than quorum. ANY Director |
absent from New Orleans may appoint an |
other Director. by letter. wire or usual
proxy, TO attend for him the meetings %
said Board. and such proxy \shall be- en-
titled TO exercise all the rights duties an,
powers of his principal. The first RoarC
OF Directors shall be composed of Harry
III. Fitzpatrick. Irwin VI. Fox and Robert
J. Warrick, with the first named as Pres
ident. the second as Vice President and
the third Secretary Treasurer.
ARTICLE VI.-Whenever notice is re-
qulred by law, or by this charter the
same may be given in person or AT the
address recorded with the Secretary or
the last known address of the person in
tereSted, and twenty-four hours will be
SUFFICIENT for all purposes, unless other
wise provided by law. or by this charter
and all notices required by law or by this
Il h1 rtf ha d, I