The herald., 1920-08-05
CHARTER.

ter or thing necessary for the complete
| and proper carrying out of said business.
! ARTICLE 1.-THE domiciIe of this cor
| poratiOn shall be in the City of New Or
| leans. Parish OF Orleans. State of Lou
| iSiana, where all citation and other legal
! process shall be served upon the president.
or in the absence Of the president, upon
| the vice president. or in the absence of
! both, upon. the secretary.
ARTICLE III.-The objects and purposes
of this corporation are hereby declared and
stated to be:
To carry on business rs manufacturers of
and dealers in crackers, bread. flour. bis
cults. cakes, pies. pastry and farinaceouS
compounds and materials of every descrip-
ton. To construct, acquire. hire. hold.
work. let and sell mills. factories bake
houses. shops. buildings machines and ap-
planes suitable for such baking. manu-
featuring and dealing.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
one hundred and fifty thousand (S1jO-
OO0O0l dollars. divided into fifteen hun
dred (ljOOD shares of the par value of one
that the amount 10 which the capital stock
of this CORPORATION may he increased shall
be one million (Sl.O0O,OOO.0O) dollars.
Fifty per cent of the capital stock of this
corporation must be subscribed for before
the filing of the articles Of incorporate
The subscribed capital stock of this cor
poration shall be payable in cash or in ex-
change for property, real or personal.
No stOckhOlder shall ever be held liable
or responsible for the faults contracts or
debts of this corporation in any further
sum than the unpaid balance due tn" cor
pOratiOn on the shares of stock subscribed
for by him. nor shall any mere infOrmality
in the organization have the effect of rem
dering this charter null or of exposing any
shareholder to any liability whatsoever.
This corporation shall not engage in
business until fifty thousand $3.50. 10000
dollars of the capital stock shall have been
issued and actually paid in either cash or
property, as aforesaid. If any of the stock
of this corporation is exchanged in whole
or in part, for property or good will. in
that event the provisions of Section three
(3l of Act 267 of 1914 shall be strictly COM
piled with.
ARTICLE v-An the corporate powers
of this corporation shall be vested in aud
exercised by a board of directors. com
posed of five 90 stockholders. each of
whom shall own. in his own right. during
his term of office. at least one full paid
and unpledged share of the capital stock.
which shall be shown by his written
declaration. three (3) of whom shall con-
stitute n quorum for the transaction of
business.
The officers of this corporation shall CON
sist of a president, a vice president. secre-
tary and treasurer, all of whom shall be
members of the board of directors. The
OIilfeS OF pTeSluent anu may ne
held. If desired, by one and the same
person.
The following named persons shall CON
stitute tho board of directors of this cor
poratiOn, tO-wit:
Henry H. Flaspollrr. John T. Gibbons
Jr., +. ]. nOmergue. David Siyewright and
T.. NJ. Schlegel, with Henry III. FlaSpOller
as president and treasurer. John T. Glib
hons, Jr.. as vice-president and f.. J.
Domergue as secretary. and these directors
and officers shall serve until the second
Monday In July in the year 1921. or until
their successors have been duly elected and
qualified.
Thereafter the directors shall be elected
annually on the second Monday in July of
each year. beginning with the year 1921
all elections of directors shall be by ballot
and each stakeholder shall be entitled to
one vote for each share of stock standing
in his name on the books of the corpora
ton. this vote to be cast in person or by
proxy, and it shall require n majority of
the stock present or represented to elect.
Failure to elect board Of directors on
the second Monday of JULY 1921, or an
nually thereafter. shall not work n forfeit
ure Of this charter. but the old board of
directors shall remain in office until their
successors are elected and qualified.
ARTICLE VI-The board OF directors
shall hold regular meetings at such times
as shall be fixed in the bylaws of this cor
porati0n. These meetings shall be held Mt
the dOmicile OF the corporation, but the
president may call special meetings of the
board of directors at such times as he
may deem advisable, and he shall be re-
quired to call such special meetings when
ever requested to do so by three members
of the board Of directors. Three days no
tice of such special meetings shall be given
in writing to the directors unless waiver
of notice is signed by the directors. Any
vacaneo occurring on the board. either
from DEATH resignation. or inability to
serve. shall be filled by the board Of
directors at its next regular meeting after
such vacancy shall have occurred. The
first board of directors of this corporation
shall be required to draft suitable bylaws
for the government Of this corporation.
which may be altered. amended or changed
as the eNigencies Of the case may require.
ARTICLE VII.-The stock of this cor
poratiOn may he transferred. provided
such transfer shall be recorded upon the
books Of the corporation before II shall be
required to recognize the transfer or the
new holder of said stock. The total
amount of the subscribed stock. as herein
set forth. is the sum of seventy five thou
sand 1873. 100000 dollars. which is hereby |
authorized to be issued fully paid and
non asSessable. for cash, or in exchange
for property. according to law. That, save
as hereinafter provided. no share or in
terest in the company shall at any time
be transferred to any person not already
n shareholder, 80 long as any shareholder
is willing to purchase said share or inter
est at the prescribed price. That in order
to ascertain whether any shareholder Is
willing to purchase any such share or in
terest. the person, whether n shareholder
OF the company or not. proposing TO
transfer the same. hereinafter called the
retiring shareholder" shall give notice in
writing to the company that he desires to
transfer the same, and such notice shall
sale Of the share or other interest to any