The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-22
CHARTER OF THE ORLEANS RiCE
AND COFFEE CO., INC.

|
| United States of America, City of New
Orleans State of Louisiana, Parlsn OF vi
| leans BE il known that on this the Zolh
day of the month of August, in the year
| Nineteen Hundred and Twenty one, ana
of the Independence of the Cnlted STATES
| of America the One Hundred ana orty-
| fifth. Before me. Herbert W. Kaiser,
| a notary public duly sworn, commissioned
| and qualified i'll and for the Parish OF Or
! leans, State of Louisiana, and IN the pres,
ence of the witnesses hereinafter hahleu
| and undersigned, personally came ana ap-
peared the several persons whose names
are hereuntO subscribed, who declared tnat
awaiting themselves of the laws OF TINS
state relative TO the organization OF col,
agreed and by these presents covenant,
agree bind, form and constitute them
selves, as well as such persons as may
hereafter become associated with thehl'
into a corporation or body polite in law,
for the objects and purposes, and under
the agreements an dstipulations following
to-wit:
ARTICLE THE name and title OF TINS
corporation shall be Orleans Rice ana COZ
fee Co., Inc, and under its corporate name
il shall enjoy succession for the full term
and period Of ninety nine years from ana
after the date hereof and shall have power
and authority to contract, sue ana De sueu ;
to accept and receive mortgages, pledges,
use corporate seal, and the same 10 break
and alter at pleasure; to purchase, receive
lease, hold or otherwise acquire ana con-
vey, as well as mortgage and hypothecate
under its corporate name, property DOth
real, personal and mixed to borrow money
and make and issue bonds and other evi-
dences of debt and to secure the same Dy
mortgage and otherwise; to subscribe 10
and hold stock in other corporations; to
acquire, hold and reissue shares OF Its
capital stock; to carry out all Of the OBJ
jects and purposes hereinafter set forth !;
to name and appoint such managers ana
directors, officers and agents as the in
terest and convenience Of said corporation
may require; and to make and establish.
as well as alter and amend at pleasure
such by-laws, rules and regulations for
the management of the corporation as may
be necessary proper and convenient; and
generally to do all sue hacts and things
as trading corporations are authorized 10
do under the laws of the State of Louis
lana.
ARTICLE 1.-THE domicile of this cor
pOration shall be the Parish of Orleans,
State of Louisiana, and all citations or
other legal process shall be served on the
president of the company, or in his alb
Sence upon the vice president
ARTICLE uI-The purposes of this
corporation are: generally, as principal
or manditary, to engage in the buying and
selling. as principal or broker, at whole
sale or retail, of rice, coffee, sugar and
things necessary or incident TO the proper
conduct OF its affairs, whether specifically
enumerated herein or not.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum OF
thirty thousand dollars (S30.OO0.OO) divided
into and represented by three hundred
shares of the par value of one hundred
dollars (SlOOOOl per share. The amount
of said stock may be Increased to (S5oO.-
OO0OO five hundred thousand dollars. No
transfer Of stock shall be binding upon
the corporation unless made and recorded
upon its books. No stakeholder shall
have the right to transfer or convey any
of his or her stock in the corporation I'M
less and until he, or she. shall have first
made Il written offer to the other then
stockholders of the corporation or 10 the
corporation itself. 10 sell his. or her stock
to them at the valuation TO be determined
nv the board: and in case of dissatisfac-
ton as to the price set by the board, the
matter shall be arbitrated, one arbitrator
with the power of amicable comPounder
10 be appointed by the board, and one by
the party desiring OF sell his stock, and an
umpire TO be selected by those two, who
shall take oath. and whose decision shall
be thereafter allowed. Andsall shares of
stock when so purchased may be re-iSsued
az not less than par.
Such written offer shall be addressed to
the other then stockholders. and 10 che
corporation Aself. collectively. and shall
ton not less than ten days prior TO the
application for the transfer of the stock.
The corporation shall then transmit this
offer TO the respective then stockholders.
and the stock of the stakeholder desiring
to sell shall be distributed prO-rata among
such of the other stockholders as desire
to purchase, in the proportions in which
the stockholders DESTROYS of purchasing
bear to each other: and If the total which
such other stockholders desire to purchase.
is less than the total offered for sale, then.
after each of the other stockholders shall
have and taken and paid for the amount of
stock which he. or she, desires TO buy, and
TO which he, or she. is entitled, then the
remainder untaken shall be open for pur-
chase by the corporation itself: and unless
prohibited by law, the corporation may it
self use and apply its surplus earnings or
accumulated profits to the purchase of
any stockholders desiring TO sell of any
portion of that stockholders stock which
none of the other stockholders may de-
sire to acquire, provided that the corpora
ton shall not apply any of its capital to
the purchase of such stock but shall al
ways maintain its capital unimpaired.
The corporation shall have the right to
stakeholder demanding the transfer is in
any way indebted to the corporation, and
the corporation shall have a lien, pledge,
and privilege on each share of stock to Sc
to the corporation. Should any of the
stock offered for sale be not desired by the
other stockholders, and should the corpo-
ration itself be unwilling or unable to pur-
chase any Of the same out of its surplus
earnings, within ten days from receipt at
the corporations office of the written offer
to sell, then and then only shall the stock
holder desiring to sell be entitled to trans
fer such undesired portion of the stock to
such person or persons, and at such price
as he or she may see fit.
article V-The corporate powers of
this corporation shall be exercised by a |
board of three directors, who shall be |
stockholders in this corporation, and who |
shall be elected by the stockholders an |
nua!ly at a general meeting to be held on /!
the 9th day of January and the said board |
shall have, and is hereby vested with all |
the corporate powers of this corporation
subject only to such restrictions as may be |
hereinafter mentioned. Not less than two |
directors shall constitute a quorum for |
fhe transaction of any business by the said 1
board of directors.
From the said directors there shall be
elected annually a president, vice presi-
dent, and secretary treasurer. The fol- !,
lowing persons, each Of whom are and
each declare to be bona fide owner of at
least one unpledged share of stock in this
corporation, shall constitute the first board
ot directors: Arthur A. Hitler, Horace s.
,iumbel. Horace S. Gumbel, Jr The said
BOARD of directors named above, shall con-
-inue in office until their successors are
Elected. Each board of directors, at the
1rst meeting after their election, shall
elect officers for the corporation as here
nabove provided. who shall likewise hold
'nlce for one year.
The president of this corporation is
arthur A. Hitler, whose address is 1900
5Ii, street New Orleans, La; the vice
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