The herald., 1921-03-10
CHARTER.

million dollars (S5,OOO,0OO). Said capital
stock is divided into forty thousand (40.
900 shares of the par value of twenty tive
dollars ($25.OO) each, to be paid for as the
law provides. or sooner. at the discretion
of the Board of Directors which said
stock shall be paid for in cash, or the
same may be issued at not less than par
in payment or exchange for property rights
actually received or purchased by said
corporation in accordance with law, or
labor or services rendered to the corpora
ton at such time and under such terms
and conditions not inconsistent with law,
as the Beard of Directors may prescribe.
Any stakeholder may sell, assign, OF trans
fer his stock in this corporation provided
thirty days prior notice of such inten-
ton to sell. assign or transfer the same
be given TO this corporation, and the Board
of Directors of this corporation shall have
the first privilege of purchasing for this
the said stock; and in the
event of the Board of Directors refusing
or neglecting such option to purchase the
said stock within the time limited in said
notice, then and in such case the said
stock may be sold in the open market.
The stock of this corporation may be
transferred under the above conditions,
provided such transfer thereof be made
on the books of this corporation and upon
the surrender of the certificate therefor.
ARTICLE v.-All the powers of said
corporation shall be vested in and eXer-
cised by Board Of five 90 Directors ::
three go members of said Board shall
constitute a quorum for the transaction of
business, and their decisions shall be valid
corporate acts. The names and pOstOffiCe
addresses of the Directors for the first year
who shall serve until their successors are
elected and qualified are as follows
Charles +. Smith, 1912 CarrOlltOn Avenue,
New Orleans, La; James h. Bagley, 2901
General Pershing ST., New Orleans, La
James T. Prowell, 1910 St. Andrew ST.
New Orleans, La; Richard T. Mcbride.
Ilauppl
VI. Keenan,, 627 Elmira Ave. New Orleans.
La. Said Board of Directors shall CON
tinue in Office until the second Tuesday in
the month of January 1922 on which date
shall be elected. unless the same be a
holiday. when the election shall be held
on the next legal day thereafter.
Failure from any cause whatever to elect
Directors on the day named for that pur-
pose shall not dissolve the corporation, but
the Directors then in Office, as we'll as the
officers of said corporation, shall hold over
until their successors are chosen.
At every election and meeting, each
stakeholder shall be entitled to vote for
each share of stock registered in his name,
either in person or by written proxy.
The election of Directors shall be by
ballot. and the majority in the amount of
votes east, each share of stock voted upon
Being counted as one vote, shall elect the
person or persons for whom they have
been cast.
After each election the Board of Direc-
tors shall elect from their own number
a President. a Vice President and a Treas
urer of said corporation; and shall also
elect a Secretary of said corporation, who
need not be from their own number.
ARTICLE VI.-The Board of Directors
shall have full power to fill vacancies in
their number caused by deaths, resigna-
tiOns or otherwise. from among the stock
holders of said Corporation.
The said Board shall have full control
of the property OF the corporation, and
shall so conduct manage and use the same
in their discretion they deem nit.
and that is consistent to the OBJECTS Of this
company for the welfare Of the same.
The said Board is further authorized to
frame and adopt such bylaws, rules and
regulations as the affairs and business of
the corporation may require, and as 1t may
be necessary for the conduct and manage
ment thereof; provided the same shall not
conflict with this charter. or with the laws
of the State or of the United States.
The said Board shall elect or appoint a
manager, and may, in its discretion. dele
gate special power and authority to said
manager for the purpose OF properly con-
Quoting and managing the business details
of said corporation; said Board shall also
have power to appoint or elect such other
officers, agents, employees, servants and
clerks as ii may deem necessary for the
conducting of the business of the corpora
ton; fix their compensation and terms OF
service, and fix and determine the salaries
of the several officers herein provided for
ARTICLE VII.-The names and post
office addresses of the subscribers of thes,
Articles OF Incorporation and the state
ment Of the number of shares of stock e
which each has subscribed are as follows
Charles f. Smith, 1872 Carrollton Ave.
New Orleans, La, 1880 shares; James X
Bagley, 29O1 General Pershing ST., New Or
, la ZONES wpl
1910 st. Andrew St. New Orleans. La,
shares; Richard I. Mcbride, APO Dance
St, New Orleans, La, shares; Cleor;
NJ. Keenan,, 627 Elmira Ave, New Orleans
La shares.
ARTICLE VIII-This charter may b,
changed, modified or amended, or THU
corporation may be dissolved at a genera
meeting Of the stockholders convened fo
the purpose, according to law. IL, at an!
time, this corporation should according Il
law. desire to dissolve, its affairs shall b.
liquidated by three commissioners select
ed from the stockholders at a meeting
called for that purpose; said commission
ers to remain in Office until the affairs o.
the corporation have been fully liquidated
in case of death Of one or more of sale
commissioners, the survivor or survivor
shall continue to act
Thus done and passed at my notaria
office, in the City of New Orleans, on tn,
day and date herein first above written
by the parties whose names are heret,
subscribed, in the presence of Messrs
Nirma keenan, and Edmee Fortier, compe
tent witnesses, who hereunto sign thes,
presents, together with appearers and me
notary, after due reading Of the whole.
Original signed) Chas. E. Smith, 10, 90
shares; James K. Bagley, 5 shares; Cleor;
NJ. Keenan,, shares; J. T. ProweI,
shares; r. T. Mcbride, shares.
Witnesses: Nirma keenan,, Edmee For
tier.
(Signed) JOHN r. UPTON, Not Pub.
/, the undersigned, Recorder of Mort
cages in and for the Parish of Orleans. IL
the State of Louisiana, do hereby certify
that the above and foregoing act of incor
poration of the Petroleum Import & Elk
port Corporation, Inc, was this day dull,
recorded in my Office in Book 1853, Folit
A. New Orleans, January 81, 1921.
(Signed.) ROBT. SCOTT, by. r. NJ.
/, the undersigned, Notary Public, d,
hereby certify that the above and forego
ing is a true and correct copy of the ac
of Incorporation of the Petroleum Impor
Export Corporation, Inc, the original O
which is Of record In my current notaria
register, together with the certificate O
the recorder Of mortgages thereto at
tached.
Witness my hand and seal this 31st da,
Of January, A. d. 1921.
(Signed) JOHN r. UPTON. Not. Pub.
Feb. 10-Mch. II.
AMENDMFNT Of CHARTER Of T.