The herald., 1921-05-19
CHARTER.

i
| more particularly of Act 267 of the Gen
1 eral Assembly of the State of Louisiana of
/ 1914, relating to the creation, organization
1 and formation of corporations. they have
covenanted and agreed, and by these pres
| ents do covenant and agree and bind them
| selves, as well as all such other persons
| as may hereafter become associated with
l them, to form a corporation for the OBJ
| jects and purposes, and under the articles
! and stipulations following tO-wit:
| ARTICLE 1.-The name and title of this
| corporation shall be Southport Warehouse
4 Company, Inc, and under its corporate
name it shall have power and authority to
I have and to enjoy corporate existence for
! period of ninety-nine years from date
| hereof, unless sooner dissolved by liquida-
| ton or otherwise. 1t shall have power TO
| contract, to sue and to be sued to make
| and use corporate seal, and to alter and
/ break same at pleasure; to hold, receive
| lease, purchase transfer, assign, convey
mortgage, hypothecate, pledge, or other
| wise receive dispose Of property, real
personal or mixed, corporal and incor-
| pOreal; to issue bonds and, If desired, to
/ stock in other companies, incident TO the
| objects and purposes, or to the expansion
I of the business interests of the corpora
1 ton; to name, elect and appoint such man
| ayers, agents, directors or officers as its
| business interests may require; to make
and establish, alter and amend Its bylaws
| rules and regulations, for its proper gov,
| eminent. may be deemed necessary and
L
4 things incident to or necessary and proper
| for The extension o the business in which
| the corporation is engaged.
ARTICLE 1.-THE corporation shall be
domiciled in the City of New Orleans, In
the State of Louisiana, and all citation or
| other legal process shall be served upon
| tine president. or, In the event OF his alb
sence, upon the secretary treasurer OF the
| ARTICLE Iu.-The objects and pur-
poses for which this corporation Is or
ganized and created, and the nature oil the
business to be carried on by II, are de-
clared to be as follows:
| To carry on the business of public ware
houseman. as defined by Act 156 or lSSS,
and acts amendatory thereof, and, tor the
purposes Of said business, to have ana
| to enjoy the powers, rights and privileges
| given and granted under tine said acts
and, in connection with the said business,
to buy, sell, lease. improve, construct, own,
and in any manner to acquire and estaD-
fish a warehouse or warehouses in the City
of New Orleans or vicinity, or In the state
| of Louisiana, or in other states or the
| United States of America, or elsewhere
to conduct and carry on any and all other
businesses as may be found necessary or
convenient for properly circulating the
aforesaid purposes or enhancing the value
of the properties. rights and privileges OF
the said corporation.
ARTICLE Iv.-The capital stock Of this
i corporation Is hereby fixed at the sum OF
FIVE thousand ($5.O00.0o) dollars. repre-,
value of one hundred G10000) dollars
each. Said stock shall be paid for In cash
or its equivalent as provided by law, and
In such manner and at such time, and In
| such instruments as may be prescribed Dy
the Board Of Directors.
This corporation shall become q going
concern and shall be authorized to com
mence business when two thousand, five
hundred (s2,5OO.OO) dollars Of its capital
stock shall have been subscribed for, In
accordance with law. and one thousand,
two hundred and fifty ~ ,250eO) dollars
of its capital stock shall have been aetn'
ally paid in, either in cash or its equiva-
lent, as provided by law.
ARTICLE v.-The capital stock of this
corporation may be increased to the sum
Of fifty thousand ($50,000.00) dollars, by a
represented, at q special meeting called for
that purpose, or at a regular annual meet
ing Of the corporation.
ARTICLE VI.-All certificates of stock
issued by the corporation shall be signed
by the president and by the secretary
! treasurer.
The stock Of this corporation can be
transferred only on the books OF the . cor.
and formalities as may be by the Board oil
Directors from time to time prescribed. :,
No stakeholder shall be permitted to sell
or otherwise dispose of his stock without
first offering same in writing to the other
| stockholders, through the Board OF Di-
| rectors at a price not exceeding the book
| value thereof, and the stockholders. shall
have an option and first right to purchase
all the shares of stock to be thus disposed
| of by sale or by death, resignation OF
otherwise of any Of the stockholders OF the
corporation, and shall have period OF
ten days in which to accept or decline to
purchase said stock. Should the Board OF
Directors or the stockholders decline te
| purchase said stock, then the stockholdei
| or stockholders who made the offer to sell
or otherwise dispose of the stock, may sell
or otherwise dispose of IL in any manner
and at any price that he or they may see
fit. But each share of stock Is issued un
: der the condition and understanding that
no stakeholder shall make a sale or trans
fer of his stock in violation of this provis
ion; and this company shall be under nc
obligation to list said stock on Its books
or to regard the holder of the certineatt
thereof
ARTICLE vII.-The corporate powers Of
this corporation shall be vested in and ex
ercised by Board of Directors composed
of three stockholders, two of whom shall
constitute a quorum for the transaction Of
J business, but the said Board of Directors
may be increased to five, by majority
vote of the outstanding stock at any an
nual meeting, or at any special meeting
| of the stockholders called for that pur
| pose, and without the necessity OF an,
further amendment or alteration OF THU
? charter.
. The directors of this corporation ma,
vote in person or by proxy at any Of tbs
: meetings of the Board of Directors, ant
the Board of Directors may delegate an,
| of its powers to any officer or officers, o.
any other representative of the company
by appropriate resolution 20 that effect.
The first Board of Directors shall b.
composed of the following:
Henry d. Ogden, Theodore II. Shepard
Lucas f. Moore, with Henry ID. Ogden a
president. and Theodore III. Shepard a
secretary treasurer, and they shall serv
until the second Tuesday In June, 1922
or until their successors are duly elected
and qualified.
: The directors shall be elected annual.
at a meeting held on the second Tuesda,
In June of each year thereafter, notice o
} such meeting being given in accordance
with law, and the Board of Directors ma,
change the date of said annual meeting b.
written notice to that effect sent at leas
fifteen days before date to which meet
ing has been changed, directed to each o
: the stockholders at his last known plac
!. of residence. Each stakeholder shall, q
I such annual meeting or other meeting
. | general or special. be entitled, In person
| or by proxy, to one vote for every shar
of stock owned The elections shall b
held under such rules and regulations a
| may be from time to time determined b.
the Board of Directors. The directors
! | when elected, shall hold Office for ore year
or until their successors have been electe'
and qualified, and failure to hold the an
| nual meeting of stockholders to elect an
| nua1ly the directors shall not operate tn
= forfeiture of this charter or any Of tn
; rights Hereunder Any vacancy occur
| ring in the Board of Directors may b
filed by the directors for the unexpire
! term.