The herald., 1920-03-11
CHARTER.

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, ana
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 ut the sum of
one hundred and fifty thousand dollars
($lJO,OOO.OO), divided into fifteen hundred
shares OF the par value of one hundred
dollars each. said stock shall be issued
only Tor 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 worcestershire. The said APP
bearers declare that they each hereby sub
scribe for the number of shares of the
capital stock of said corporation set OPP
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-
manning stockholders for the benefit of
those stockholders who may desire to pur-
chase the same, through the Board of
Directors, for 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
Ofter 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 10 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 experimentation. 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 hypOthccation or pledge or
! stock, by resolution adopted at a regular
called meeting Of tn" Board. or at meet
! ing attended by all of the members of the
Board of Directors, such resolution being
adopted in advance of the pledge or ny
pothccatiOn.
ARTICLE V-Ml the powers of this
corporation shall he vested in and be cN-
rr"I>"d 10y Board of not less than three
nor more than five directors. determined
ia advance each year by the stockholders
and the first Board shall be: W. = r.
l."an". who shall be president; George G.
McCard"ll who shall be president and
general manager. AlpheuS G.. Beanc, who
shall lie secretary T. T.. Nor.
man and William May.
The above named Board of Directors
ana 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 Offic" 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. a treas
ur"r and Il general manager. Any two of
the above named officers, with the cX-
crption of president and vice president
may be combined aud held by one person.
ON the second Tuesday in january 1921.
and annually thereafter. the stockholders
l shall elect board of directors for the
ensuing year except when such day shall
fall on 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 east shall be declared
elected. For elrcting 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
quorum Of the directors were present. III
person or by proxy, ut the time of such
action. In case of vacancy on the board
or among the officers, caused by death.
resignation or removal by twO-thirdS of
the vote of the board or for any other
cause, the remaining members of the
board shall have the power 10 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 yI-Notice of all meetings of
stockholders for election of directors. or
, 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
stakeholder 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
, ings OF stockholders majority of the
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
J hree-fourthS in amount of its then out,
standing stock given at 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
A and such changes as may be made in ref
erence to an increase or decrease of the
capital stock shall he preceded by such
10 notices, delays and fOrmalities as are re-
lquirCd 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
mssiOnerS, to be appointed and elected
at 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 VIII-NO stakeholder shall
ever he 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 eff
feet of rendering this charter null or of
exposing a stakeholder to any liability
beyond the extent of his unpaid stock,
if any.
Thus done and passed at my office in
the city of New Orleans on the day
month and year first hereinabove written,
IN the presence of Burt W. Henry and
Harriet Spickert, competent witnesses.
who hereuntO signed their names topether