The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-15
CHARTER OF THE ORLEANS hlCE
AND COFFEE CO., INC.

TITIUIU~, NTdIF 7 No.
leans BE it known that on this the - oal
day of the month of August, IN the year
Nineteen Hundred and IWent! -ohe, anu ,l
of the Independence of the Cnlteu ,S IA.e'
of America the One Hundred ana tort!-
fifth. Before me, Herbert W. haser,
"A notary public duly sworn, commissioner
and qualihed in and for the Parlsh Oh VI
leans State of Louisiana, ana III the pres
cnce of the witnesses hereinafter h1lle"
and undersigned, personally came and APP
ptared the several persons whose names
are hercuntO subscribed, who declared Lhat
availing themselves OF the laws ot inns
state relative TO the organization Oh cor
porations, they have coVenanted ana
agreed and by these presents covenant
agree, bind, form and constitute theIl
selves, as well as such persons as ma!
hereafter become associated with them,
into a corporation or body pOlltlc III law
tor the objects and purposes, ana uhder
the agreements an dstipulatiOns following
tO-wit:
ARTICLE The name and title OF thtS
CORPORATION shall be orleans Rice ana Col
foo Co Inc and under its corporate name
il shall enjoy succession for the 1ul tern,
and period OF ninety nine years from anu
after the date hereof, and shall nave power
and authority 10 contract sue ana De sueu
10 accept and receive mortgages, pledges,
and other hypOthecatlOns; 10 maAt anu
use Il corporate seal, and the same 10 oISaN
and alter at pleasure; to purchase, receive
lease, hold or otherwise acquire anu CON
yey. as we'll as mortgage and hypOthecdte
under its corporate name, property DOIh
real, personal and mixed; to borrow none!
and make and issue bonds and other eSl-
denceS of debt aud TO secure the same ny
mortgage and otherwise; to subscribe 10
and hold stock in other corpOratlOhS' 10
acquire, hold and reissue shares OF It's
capital stock; TO carry out all OF the on
jeCtS and purposes hereinafter set 1orth
to name and appoint such managers anu
directors, officers and agents as the lu-
terest and convenience Of said corporation
may require; and to make and establish
as well as alter and amend at pleasure
such bylaws, rules and regulations Tor
the management of the corporation as may
be necessary proper and convenient ana
generally to do all sue hacts and things
as trading corporations are authorized to
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 ab-
sence upon the yice-president.
ARTICLE III-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
other products, and generally TO do all
things necessary or incident to the proper
conduct of its affairs, whether specifically
enumerated herein or not
ARTICLE lN-Ine CaplIaI SIOCh Oh lIls
corporation is hereby fixed at the sum OF
thirty thousand dollars (S30,OOO.o0) divided
into and represented by three hundreu
shares of the par value OF one hundred
dollars (SlOO00) per share. The amount
Of said stock may be increased TO $500
OOOO1l 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 hrSt
made a written offer 10 the other then
stockholders of the corporation or to the
corporation itself, to sell his. or her stock
TO them at the valuation to be determined
by the board; and in case OF dissatlsfac-
ton as to the price set by the board, the
matter shall be arbitrated, one arbitrator
with the power of amicable cOmPounder
TO 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
he final. and no recourse to the courts TO
be thereafter allowed. And all shares of
stock when so purchased may be re-issued
at not less than par.
Such written offer shall be addressed TO
the other then stockholders, and to the
corporation itself. collectively, and shall
be delivered to the office of the corpora
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 IL 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
til Il, -t,nn 4 g.
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
refuse to transfer any stock so long as the
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
cure any indebtedness by the shareholder
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
nuany at 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
the transaction of any business by the said
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 fde owner of at |
least one unpledged share of stock in this |
OF directors: Arthur A. Hitler, Horace S. |
Gumbel, Horace s. Gumbel Jr. The said |
board of directors named above shall con-
t1nue In Office until their successors are |
elected. Each board Of directors, at the |
hrst meeting after their election shall |
elect officers for the corporation as here
lnabove provided, who shall likewise hold
office for one year.
The president of this corporation is
arthur A. Hitler, whose address is 1900
Birch street, New Orleans, La; the vice
president is Horace s. Gumbel, whose ad-
1ress is 1892 Carondelet street: the sec
is Horace S. Gumbel. Jr
whose address is 4432 Carondelet street
New Orleans. La.