The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-22
CHARTER.

Ter or thing necessary for the complete
and proper carrying out of said business.
ARTICLE 1.-THE dOmiciIe of this cor
por;tiOn 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 ana
stated TO be:
To carry on business a 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 APP
planes suitable for such baking, manu-
featuring and dealing.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed nj the sum of
one hundred and fifty thousand (Sl5O.-
O00OO) dollars. divided into fifteen hun
dred (1j0O) shares of the par value of one
hundred (S1O0O0 dollars each, provided
that the amount to which the capital stock
of this corpOratiOn may be increased snail
be one million .O00.o0) dollars.
Fifty per cent of the capital stock of this
corporation must he subscribed for before
the filing Of the articles of Incorporation.
The subscribed capital stock of this cor
pOratiOn shall he payable in cash or in eX-
change for property. real or personal.
No stakeholder 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 the cor
poratiOn on the shares of stock subscribed
for by him. nor shall any mere intormality
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 $50 OONW)
dollars of the capitaI stock shall have been
issued and actually paid In either cash or
property. as aforesaid. II any Of the stock
of this corporation is exchanged. in whole
or in part. for nronertv or GOOD viii. in
that event the provisions Of Section three
On If 80 261 of 1914 shall he strictly COM
piled with.
ARTICLE N-All the corporate bowers
of this corporation shall be vested i'm and
exercised by a board of directors. com l.
DO. ed of five ~ stockholders. each of
whom shall own in his own right durinf'
his term of office. ut least one ull-paid
and unplrdged Shar" Of the capital stock.
which shall he shown by his written
declaration three 81 of whom shall con
stitute 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 he
members of the board of directors. The
offices of president and treasurer may he
held. if desired. by one and the same
person.
The following named persons shall con-
stitute the board of directors of this cor
poratiOn. tO-wit:
Henry II. Flaspoller. John T. Gibbons.
Jr., r. !. Domergue David Sivewright and
T.. NJ. Schlcgel. with Henry II. Flaspoller
as president and treasurer. John t. Glib
bOns, Jr.. as ce-president. and +. y.
DomerguP as secretary, and these directors
of hal 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 10
one vote for each share of stock standing
| i'm his name on the books of the corpora
| ton this vote to he east in person or by
proxy, and il shall require majority OF
| the stock present or represented to elect
| Failure TO elect a board of directors on
/ the second Monday of July, 1921. or aH-
/ nuaIly thereafter, shall not work a 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
| rs shall be fixed in the bylaws of this cor
| pOration These meetings shall he held al
! the domicile of the corporation, but th'
( president may call special meetings OF thu
board of directors at such times AS hi
may deem advisable. and he shall be re
auired 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 givel
in writing to the directors unless walve
of notice is signed by the directors. AM
| vacancy occurring on the board. eithe
from death. resignation. or inability e
serve shall be filled by the board o
directors at its next regular meeting afte
such vacancy shall have occurred. Tn
first board of directors of this corporation
shall be required to draft suitable bylaw
for the government of this corporation
| which NAV be altered. amended or changed
! as the eNigencies of the case may require.
| ARTICLE VII.-The stock of this cor
| poratiOn NAV be transferred. provided
| such transfer shall be recorded upon tn
books of the corporation before II shall b
required to recognize the transfer or tn
new holder of said stock. The tota
amount of the subscribed stock. as hereil
set forth. is the sum of seventy-five thou
sand $50 OO0.OO) dollars. which is hereb.
authorized to be issued fully paid AM
worcestershire. for cash. or in eXchang
for property. according to law. That saw
as hereinafter provided, no share or in
terest in the company shall az any tlm
be transferred to any person not alread,
a shareholder, so long as any shareholde
is willing to purchase said share or inter
est at the prescribed price. That in orde
to ascertain whether any shareholder /
willing to purchase any such share or in
terest, the person. whether Shareholde
of the company or not. proposing Z
transfer the same. hereinafter called tn
| retiring shareholder" shall give notice II
writing to the company that he desires 4
transfer the same. and such notice shall
constitute the company his agent for tn
sale of the share or other interest to an.