The herald., 1920-03-04
CHARTER

ARTICLE 1.-The name Of this corpora
| ton shall be Roncy * Company. Inc, and
under said corporal" name il shall hay"
succession for ninety nine years. unless
sooner dissolved. and shall have power
| and authority 10 contract, sue and he
sued to mIk" and us" e. corporate seal
| the same To alter or break at ploa~ur"
! TO make all n", "SSurv rules and regula-
tiOnS for its corporate management and
control, and il shall have and enjoy all
fhe rights, privileges and immUniticS which
are now conferred upon or may hereafter
! ho granted to corporations of the same
I kinC and character.
ARTICLE 1.-THE domicilc of this cor
poratiou i hereby fixed in tho city Of
New Orleans State of Louisiana, and all
citation and other legal process shall be
served upon he President of said corpora
rion, and. in case Of his absence, upon the
Vic" President and in case Of the absence
of both, upon .hc Secretary Treasurer.
! ARTICLE III-The objects and pur-
poses for which said corporation is or
-aui1rd are declared TO ho To conduct q
general brokerage and commission mrr-
chant business. to act DIS agents for i'm
/ portcrs AID exporters: to act a. foreign
! and domestic freight foTWarderS, to plic"
I insurance of all kinds upon any goods or
I property handled by it or with which II
may be- in amy way connected; TO own,
hire. l"a>', charter and operate vessels,
ba-gcS lighters or other means of trans
pOrtatiOn. and. Gon"raIfy. to DO any and
an things incidental or gcrmIuc to amy
OF tn" objects and purposes above spcci
fled.
ARTICLE IV.-The authorized capital
stock Of said corporation il hereby nNed
at the sum OF twenty five thousand
tS2j.OUUJ dollars, divided into two hundred
and nifty (25ub shares of the par value OF
one hundred dollars each. All of which
shall Ice common stock. and the same may
be issued for cash or in payment of prop
crty or services actually received by or
rendered To the corporation. This Com
pauy shah brCOm" going concern and
authorized TO transact business when
twelve thousand i've hundred tSl25OOb dol
lars of its capital stock shall have been
subscribed for and fully paid in No
transfer of stock shall Ice 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 oppoSit" their reSpcc-
. tive signatures.
ARTICLE N.-AlI Of the powers of said
corporation shall be vested in and eNcr-
ciScd by Board of Directors. composed
Of not less than three nor more than live
stockholders, as determined 10y the stock
holders at each annual meeting or any
+ special meeting called Ter that purpose,
and majority of the Beard shall cOnsti
tutp a quorum for the transaction of all
business. \ majority of the Board of hi
! rcctorS voting in person or by proxy,
which they are specially authorized to is
sue in favor of any other member of the
! Board. shall lie required to pass any TeSO-
luton or adopt any bylaw which when
I 80 passed or adopted shall become valid
cnrror"t" acts. The Board of Directors
/ shall be elected annually ~ n 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 az
] his last known address appearing upon
fha. . 10. II.
notice be waived by unanimous consent
The failure. from any cause, TO hold the
annual meeting or the failure to elect hi
| rectorS thcreat shall not operate the for
feiture 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
fed. Any vacancy in the membership OF
/ the Board or Directors shah he filled for
/ the uncXpire6 term by the remaining hi
| rector or directors. The officers of the
corporation shall consist of a President
! two Vice Presidents. a Secretary and a
/ Treasurer. which last named officer need
I not b" a director or stakeholder of the
I 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 y. u. Geoghegan. who shall be
! President; J. g. BOney. who shall be Vice
| IEt>lutnt ana Manager. y. .. Peterson.
who shall he Vice President: VI. i. Coate
who shall be Secretary; II. l.. RowIey, who
shall be Treasurer.
ARTICLE VII-This Act of Incorpora-
ton may be changed. altered or amended
or this corporation NAV he dissolved nv
ana with the consent of the holders of two
! thirds in amount IF its then outstanding
Stock at general meeting convened for
that purpose after thirty days notice in
wiring mailed to each stockholders last
known address. and after fifteen DAVIS pub-
location in one of the daily newspapers
published in the City of New Orleans, as
prescribed by law. If this corporation
should be dissolved by Limitation or other
wise, its affairs shall be liquidated under
the supervision of three commissioners
10 ne elected at a general meeting of
| shareholders convened for that purpose
AFTER notice as provided in this article
| ana they shall remain in office until the
affairs of the corporation shall have been
fully lipuidated and in case of the death
or lnahllity to act of one or more OF the
salC nquldatorS. the survivor or survivors
snail continue to act under the provisions
and in accordance with the terms of Soc
| ton 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
this corporation I'm any further sum than
| the unpaid balance due upon the shares of
stock owned by him; nor shall any mere
lhiormalliy in the organization have the
Z
exposing any shareholder to any liability
| beyond the unpaid balance due upon his
Stock' nor shall any mere informalitT or
lrreSularlty in the organization have the
effect of rendering any shareholder liable
as a partner.
ARTICLE 1X.-NO present or future
stocHholder shall ever validly sell, assign
or transfer, other than by Inheritance any
or the stock of this corporation until the
same shall have been first offered TO the
remaining stockholders for the benefit of
those stockholders who may desire to pur-
chase the same, through the Board of Di-
rectorS. for a period of ten DAYS, at the
DOCK value of such stock as shown by the
the last preceding fiscal year 1t shall be
the duty of the Board of Directors
promptly upon receiving an offer of sale
OF any OF the common stock of this corpor-
auOn 10 communicate the same to the
stockholders, in writing, through the Sec
rotary, and each of the said Stockholders
shall be entitled TO purchase such propOr-
non OF the stock so offered for sale as the
NUMBER OF shares owned by him at the
tlme bears to the number of shares owned
by all of the stockholders who NAV de-
sire 10 participate in tho purchase No
sale under foreclosure. attachment or other
process or by virtue of any power of at
torney, pledge or hypothecation. shall be
Naiiuly made of any of the stock of this
corporation until the foregoing require
ments have been complied with by the per-
SON OF persons hrm or corporation prO-
Eoklng such foreclosure or saleN The
board OF Directors shall have authority,
however, to waive the above requirements
as TO any particular hypothecation or
pledge of stock by resolution adonted ar
M. In 81 81 II