The herald., 1921-04-14
CHARTER.

IT shall nave power anu 'u'i''''NF
have and to enjoy corporate existence Tor
n prriod of nincty-nine years from date
hereof, unless sooner dissolved by liuIua-
ton or otherwise II shall nave power 10
contract to sue and to be sued 10 MAKE
and use Il corporate seal. and To alter ana
break same at pleasure; 10 hoId, receive"
lease. purchase, transfer. assign convey
mortgage. hypOthccate, pledge or oIu'I
wise receive or dispose of property, real
pprSonaI or mixed. corporal ana lncor-
poreaI: to issue bonds, and, if desired 10
secure same by mortgage; to buy anu holu
stock i'm other companies. incident to III"
objects and purposes. or to the expansion
of the business interests of the corpora
ton: 10 name elect and appoint Su'h man
ayers, agents, directors or ohcerS as IT,
business interests may require; 10 MAKE
and establish. alter and amend its bylaws,
rules and regulations. for its proper gov
eminent. a. may be deemed necessary ana
proper. and generally to do any ana an
things incident to or necessary ana proper
for .he extension - the business IN Nil, h
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
the president, or, in the event OF ms al
sence. upon the secretary-treasurer OF the
corporation.
ARTICLE In.-The objects and pur-
poses for which this corporation Is or
ganized and created, and the nature Of the
business TO be carried on by it, are de
clarcd to be as follows:
To carry on the business of public ware
houseman. as defined by Act lJ6 OF 1893.
and acts amendatOry thereof, and. tor the
purposes Of said business, 10 have ana
to enjoy the powers, rights and privileges
given and granted under the SAID aclS;
and. in connection with the said business.
To buy, sell. lease. improve, construct, own
and in any manner to acquire ana estaD-
lish a warehouse or warehouses in the tlty
of New Orleans or vicinity, or in the state
of Louisiana, or in other states OF 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 calculating the
aforesaid purposes or enhancing the value
of the properties. rights and privileges of
the said corporation.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
five thousand (S5OOO.OO) dollars. repre-
scented by fifty t50) shares of the par
value of one hundred (Sl0000D 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 by
the Board of Directors.
This corporation shall become a going
concern and shall be authorized TO com
mence business when two thousand, hve
hundred (S2.J0O0OD dollars OF its capital
stock shall have been subscribed for, in
accordance with law. and one thousand,
two hundred and fifty (Sl2JOO) dollars
OF It's capital STOCK Snali nave Detu dtlu-
ally paid in, either in cash or its equiva-
lent, provided by law.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum
of nifty thousand (SJ0.OOO.0O) dollars. by Il
two thirds vote of all the stock present or
represented. at a 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
poratiOn, and subject to such regulations
and fOrmalites as may be by the Board of
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 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 or
otherwise of any of the stockholders of the
corporation, and shall have a period of
| ten days in which to accept or decline TO
purchase said stock. Should the Board of
Directors or the stockholders decline to
purchase said stock, then the stakeholder
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 I'M
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 no
| obligation to list said stock on its books
or to regard the holder of the certificate
thereof.
ARTICLE vII-The corponte powers of
| this corporation shall be vested in and ex-
| ercised by a Board of Directors composed
| of three stockholders. two of whom shall
constitute aduorum for the transaction of
business, but the said Board of Directors
| may be increased to five, by a 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 any
| further amendment or alteration of this
! charter.
The directors of this corporation may
| vote in person or by proxy at any of the
| meetings of the Board of Directors, and
| the Board of Directors may delegate any
| of its powers to any officer or officers or
| any other representative of the company
by appropriate resolution 20 that effect
| The first Board of Directors shall be
composed of the following:
Henry ID. Ogden. Theodore ii. Shepard.
| Lucas f. Moore. with Henry ID. Ogden as
| president. and Theodore III. Shepard as
| secretary treasurer, and they shall serve
| until the second Tuesday in June 1922
| or until their successors are duly elected
| and qualified.
|
at meeting held on the second Tuesday
! In June of each year thereafter. notice of
| such meeting being given in accordance
| with law, and the Board of Directors may
| change the date of said annual meeting by
| written notice to that effect sent at least
| hfteen days before date to which meet
/ ing has been changed directed to each of
| the stockholders at his last known place
of residence. Each stakeholder shall. at
| such annual meeting or other meeting
general or special. be entitled, in person
| or by proxy, to one vote for every share
| of stock owned. The elections shall be
| held under such rules and regulations as
may be from time to time determined by
| the Board of Directors. The directors
when elected, shall hold office for one wear.
| or until their successors have been elected
| and qualified. and failure to hold the an
| nuaI meeting of stockholders to elect an
| nually the directors shall not operate the
| forfeiture of this charter or any of the
| rights hereunder. Any vacancy occur
| ring in the Board of Directors NAV he
| hlled by the directors for the unexpired
| term.
| ARTICLE VIII.-This charter or act of
| incorporation may be changed modified
altered or amended, by and with the con
! sent or twO-thirds of all stock present at
any meeting, general or special, held for
| that purpose, and such amendment NAV be
material or immaterial, subject only TO
| the limitations as may be by law pro-
| Vlded; and this corporation shall have
power to increase its capital stock. as here
| lnDefore set out, and to decrease it's cant
tal stock. as provided by law; and any
Increase of capital stock in axcass 90 ar