The herald., 1921-02-17
CHARTER.

tai stock; to carry out all Of the objects
and purposes hereinafter set out; TO name
and appoint such managers and directors.
officers and agents, as the interest ana
convenience of said corporation may re-
Quire; and to make and establish, as well
as alter and amend at pleasure such by
laws, rules and regulations for the man
agement and regulation Of the affairs OF
the corporation as may be necessary, prop,
er or convenient; and generally to do all
such acts and things as trading corpora
tions are authorized to do under the laws
of the State of Louisiana.
ARTICLE 1.-THE domicile of this cor
poration shall be in the Parish of Orleans,
State of Louisiana, and all citations or
other legal process shall be served upon
the President Of the company, or, in his
absence, upon the Vice-President.
ARTICLE III.-The objects and pur-
poses for which this corporation is or
ganized, and the nature of the business to
be carried on by it, are hereby declared TO
be: to buy, treat, refine, handle, sell and
deal in oil and petroleum products OF all
sorts; to transport and sell the same in
crude or manufactured or refined form: to
buy, sell. lease, hold and dispose of real
and personal property; to construct, erect
maintain and operate pipe lines, buildings,
machinery and refining and manufactur-
ing plants; to own, charter and operate
tank steamships, barges, tugs and other
water craft; to carry on every sort OF busi-
ness incidental to or convenient ia con-
nection with the business Of dealing in
and refining and treating oil and petroleum
products of very kind and character; to
acquire and hold stock. bonds obligations
and securities Of other corporations; to eI-
change the entire capital stock or any
part thereof for property which 1t is au-
thorized to acquire; to exchange Its entire
assets and business or any part thereof
| for property, stocks, bonds or other obli-
cations Of other companies, firms, or in
| dividuals; to buy, sell. lease, hold, de-
velop and improve real estate Of all sorts
and generally to do all such acts and
things as a general trading corporation,
under the laws Of the State of Louisiana
| is authorized to do.
| ARTICLE IV.-The capital stock of this
| corporation Is hereby fixed at the sum oil
one hundred thousand ($1Oe, 0O000) dol
lars, divided into and represented by one
thousand Il 10000 shares of the par value
of one hundred (s1O0.00) dollars per share
] The amount Of the said stock may be in
creased to ten hundred thousand $1,000.
0O00O) dollars. No transfer Of stock shall
be binding upon the corporation unles,
made and recorded upon its books. NJ
stakeholder shall have a right to trans
fer or convey any Of his or her stock IL
the corporation unless and until he or sh'
shall have nrst made a written offer u
the other then stockholders Of the corpora
tion, and to the corporation itself, to sci
his or her stock to them at the book valu
thereof. Book Value" as used herein Il
hereby defined to mean the value at whicl
the assets and liabilities Of the corporation
have been in good faith entered upon it.
books. Such written offer shall be ad
dressed to the other then stockholders, ans
to the corporation itself, collectively, ant
shall be delivered to the Office Of the cor
poration not less than ten days prior {,
} the application for transfer Of the stock
The corporation shall transmit this offe
to the respective then stockholders, ant
the stock of the stakeholder desiring {,
sell shall be distributed pro rata amony
such OF the other stockholders as desir
to purchase, in the proportions in whicl
the holdings OF the stockholders desirou
J of purchasing bear to each other; and i
the total which such other stakeholder
desire to purchase is less than the tota
offered for sale, then, after each of tn
other stockholders shall have taken ant
she desires to buy and to which he or sh
Is entitled, then the remainder untakel
shall be open for purchase by the corpora
ton itself; and unless prohibited by law
the corporation may itself use and appl.
Its surplus earnings or accumulated profit
! TO the purchase from any stakeholder de
string to sell Of any portion Of that stock
s sS,de5 stock none Of the oths
J book value thereof: provided, that tn
corporation shall not apply any Of Il
! capital to the purchase Of such stock bu
shall always maintain its capital unim
paired. The corporation shall have tn
right to refuse to transfer any stock 8
long as the shareholder demanding tn
transfer is in any way indebted to tn
corporation. and the corporation shall hav
a lien, pledge and privilege on each shar
OF stock TO secure any Indebtedness du
by the shareholder to the corporation
Should any Of the stock offered for sal
be not desired by the other stakeholder,
and should the corporation itself be ur
willing or unable~to purchase any of tn
same out Of it's surplus earnings, With
ten days from the receipt at the corpora
tons ONCE Of the written offer to sci
then. and then emily, shall the stockholde
desiring to sell h entitled to transfer sue
undesired portion OF the stock to such Del
son or persons, and at such price as h
or she may see fit. The provisions of thi
article shall be printed upon the face q
each certificate Of stock issued by the col
porationpand shall be binding upon ever
person now, or hereafter becoming.
tockholder in this corporation, ali z
whom agree to the, provisions hereof an
take such stock subject thereto; and a
pledges, hypothecations or other fncun
brances Of said stock. or dealings with =,
gard thereto, shall be subject to the PR
ARTICLE VAN the powers Of this co,
poratton shall be vested in a Board CON
posed Of not less than Eve nor more tha
seven Directors. The precise. number I
the Directors within said limits shall
6yed from tfuA "A tfvpa hw wo<a ~S -