The herald., 1921-03-10
CHARTER.

| lnereOt one hundred ana nNe
| dollars per share, together with all ac'
| crued and unpaid dividends; such redemp-
| ton to be in such manner and in accord
| ance with such rules and regulations al
| may be provided by the Board of Direc-
tors of said company from time 10 time
but the company snail give thirty go
days notice to the holders of the stock in
| tended to be redeemed of its intention IL
l redeem such preferred stock, and upon
| giving such notice, dividends on such pre-
/ ferred stock shall cease ut the date fixed
i for such redemption, unless the company
| shall fail to redeem said stock In accord
| ance with the notice; provided that moth
ing in this paragraph contained shall pre-
vent or prohibit the Board of Directors
| from purchasing upon the open market IoI
| the purposes of redemption such preferred
| stock as the holders thereof may be willing
| to sell ut less than one hundred and ten
| (Sll0.OO) dollars per share and accrued ana
| unpaid dividends.
Upon any voluntary or involuntary dis
| solution or winding up of the corporation
| or liquidation of its affairs, or upon any
| merger of the corporation with any other
/ corporation, the holders OF said preierrtu
1 stock shall be entitled to receive aud be
paid the full par value of their shares, and
any and all dividends accrued tincluding
prOportiOnate fractional dividend Tor any
expired portion OF any dividend period not
wholly eXpiredl and unpaid thereon, out
of the assets of the corporation, and upon
the payment of the full par value of such
preferred stock, and of any and all divi-
bends accrued as aforesaid, and unpaid
upon such preferred stock, any and all
assets of the corporation then remaining
and available for distribution or intended
to be distributed, or the proceeds thereof
shall be distributed pro rata among the
holders of such common stock according TO
the number OF such shares held by each
of them respectively.
Shares of the preferred stock and Of the
common stock shall have equal voting pow
ers.
ARTICLE VI-Thc business and affairs
of this corporation shall be managed, and
all of the corporate powers thereof, shall
be vested in and exercised by Board of
not less than five to-, nor more than
seven "a directors, To Ice elected from
among its stockholders and majority OF
the directors at any time in office, either
present in person or represented by proxy,
including the President and other officers.
shall constitute quorum.
The said Board of Directors shall elect
from among their number a President, one
more Vice Presidents, Secretary and
Treasurer. The office of Vice President
and Treasurer may be combined by The
Board and filled by one and the same per
son. Neither the Secretary nor the Treas
urer need necessarily be members of the
Board of Directors.
The Board of Directors shall have the
full and complete control of the property
of this company and they shall conduct
manage and use the same as in their dis
erection they may deem best if not incon-
sistent with the objects of the company
and the welfare of the same. The said
Board of Directors shall have the further
power to make, alter and annul such by
laws, rules and regulations for the gov
of this corporation, as they may
think proper.
The Board of Directors shall have the
further power to appoint all agents, clerks
or employees and fix their SalarieSt ana
with term of Office, with the
right to dismiss them at pleasure and the |
said Board shall have the further right TO |
fix and determine the salaries of the sew |
eral officers herein provided for; pro- |
vided, however, that the Board of Direc-
Ors may delegate such powers to the Presi- |
dent or General Manager of the corpora |
ton, or to an Executive Committee APP |
pointed by said Board and consisting of
not less than two directors.
Any vacancy occurring on the Board of /
Directors shall be filed by the remaining /
members of said Board for the uneXpired /
term, at any meeting of said Board of /
Directors.
tors of this corporation is hereby fixed
1t seven ca in number and shall be com
posed of: X. Il. Milling, whose postOffice
address is New Orleans, La; ID. W. Pipes,
Jr., whose postoffice address is HOuma,
La; A. Lasseigne, whose pOstoffice ad-
iress is LaPlace, La; Simon Abraham,
whose pOstOffice address is Raceland, La.
Emile Kahn, whose pOstoffice address Is
La; Emile GodcheauX, whose
postoffice address is New Orleans, La.
Jules GOdchaux, whose pOstofice address
s New Orleans, La, with the following Of
icers who shall serve until the first annual
Meeting of this corporation on the second
Monday in February, 1922, or until their
successors shall have been elected, quail
led and installed; X. E. Milling, President;
Jules GOdchauX, VicePresident; Emile
snh Nts...I d., .1sU.e fH-a.a sl..t
iodchaux, Secretary.
Said Board of Directors shall serve I'M
il the first meeting of the stockholders for
he election Of Directors, or until their sue
essors are elected, qualified and installed.
ARTICLE WILTON the second Monday
n February, 1922, Dnd annually there
fter on the second Monday of February
n each year, a meeting of the stockhold-
RS of this corporation shall be held at its
lomicile for the purpose of electing direc-
ors for the ensuing year, and at such
meetings. the stockholders shall have the
# directors and shall have the right of
lecting, the number of directors then in
'ftice, and If there be not as many as
even directors then in office, shall have
he right Of electing additional directors
% long as the full number of directors
lected does not exceed seven. failure
rom any cause whatsoever to hold the
nnual meeting of the stockholders, or
nt ldlIure TO erect directors tneredt, snail Il
lot dissolve this corporation, but the
directors and officers then in office shall
emain In office until their successors
hall have been respectively duly chosen,
lected, qualified and installed.
ARTICLE IX.-In payment Of the sub q,
cription to fifteen hundred and twenty !
1920 shares of its common stock. of the
par value of One hundred and
'ifty-twO Thousand C$152, OO0.O0) Dollars,
ne corporation may purchase, receive and
AXE title to the equity of the present
endOrs In and to the sugar plantation ,
nd properties, the improvements thereon
nd appurtenances thereof, and all other
and assets acquired by them
'om The l.. A. BlOuin Company, Limited. | d
y act before Raymond ii. Saal, Notary q
ublic of the City of New Orleans, on the u
'th day of June, 1920, as well as in and b
the going business now conducted by $
lem in connection with said properties, J
nd in and to all assets Of every character e
with or employed in said 4
nsiness, there being annexed hereto an {
,curate detailed and itemized description a
the properties, rights and equities to B
2 acquired by this corporation in ex- q
lange for said stock. as to amount. Ioca- o
on, extent. character and state OF i'm o
rovement the parties herein named as b
e Board OF Directors of this corporation K
ating that its value as appraised by n
lem Is not less than One hundred and s
ifty two Thousand CSl52,Oo0.O0) Dollars. a
ARTICLE X.-This charter may be Il
nended, and the capital stock of this L
'rporation may be increased or decreased. n
this corporation may be dissolved In y
e method and manner provided by law. {
ARTICLE XI.-No stockholder of this
shall ever be held liable or
sponsible for the contracts or faults Of
as corporation In any further sum than u