The herald., 1921-09-29
CHARTER OF THE ORLEANS klCE
AND COFFEE CO, INC.

/
| Nineteen Hundred and Twenty-One, anu
of the Independence of the United States
| of America the One Hundred ana Forty
| fifth Before me, Herbert W. halser'
a notary public duly sworn. commissioned
and qualified i'll and for the Parish OF UT
! leans, State of Louisiana, ana IN the pres
| ence of the witnesses hereinafter halheu
| and undersigned, personally came ana aP
/ peared the several persons whose names
are hercunto subscribed, who declared lhdl
| awaiting themselves of the laws OF TINS
state relative to the organization OF cor
pOratiOnS, they have covenanted anu
agreed and by these presents covenant
agree. bind, form and constitute them
selves, as well such persons as may
hereafter become associated with theh'
into corporation or body polite i'll 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 and Col
foo 90 Inc and under its corporate name
il shall enjoy succession for the ful term
and period of ninety nine years from ana
after the date hereof, and shall nave power
and authority to contract, sue ana De sueu
TO accent and receive mortgages, pledges,
and other hypOthecatiOnS; to make ana
use a corporate seal, and the same 10 break
and alter at pleasure; TO purchase receNe'
lease, hold or otherwise acquire ana con
yey, as well as mortgage and hypOthecate
under its corporate name, property Doth
real, personal and mixed; to borrow money
ana Make anu ISSUE DOuuS anu OhhNi
dences of debt and TO secure the same by
mortgage and otherwise; TO subscribe 10
and hold stock in other corporauonsi 10
acquire, hold and reissue shares OF It's
capital stock; to carry out ali of the OBJ
jectS and purposes hereinafter set forth
TO name and appoint such managers and
directors, officers and agents as the IN
tereSt aud convenience of said corporation
may require; and to make and establish.
as well as alter and amend at pleasure
such bylaws, rules and regulations for
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 alb |
senCe upon the vice 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 al
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 ($30,OOO.O0) divided |
shares of the par value of one hundred !
dollars (S1O0.O0l per share. The amount |
of said stock may be Increased 10 tSJ0- /
OO0O Ol five hundred thousand dollars. No |
transfer of stock shall be binding upon |
the corporation unless made and recorded |
upon its books. No stakeholder snail /
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 a written offer to 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 |
bv the board: and in case of dissstisfac-
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
be final, and no recourse to the courts to
he 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
he 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
u
the stockholders DESTROYS of purchasing
bear to each other and II 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
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
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 I
rs 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
in this corporation, and who
shall be elected by the stockholders an |
lually at general meeting to be held on , !
he 9th day Of January and the said board 1
shall have and is hereby vested with all G
The corporate powers of this corporation | {
subject only to such restrictions as may be 3
hereinafter mentioned. Not less than two [
directors shall constitute a quorum for t
he transaction of any business by the said |
board of directors. I
From the said directors there shall be Y
elected annually president, vice-presi- g
lent and secretary-treasurer. The fol- =
owing persons, each of whom are and q
zach declare to be a bona fde owner of at !;
east one unpledged share of stock in this :
corporation. shall constitute the first board
# directors: Arthur A. Hitler, Horace s.
iumbel. Horace s. Gumbel, Jr. The said !
,oard of directors named above, shall con-
inue in office until their successors are u
elected. Each board of directors, at the L
lrst meeting after their election, shall l
lect officers for the corporation as here v
nabove provided. who shall likewise hold :
'flice for one year.
The president of this corporation is q
Arthur A. Hitler, whose address is 1900 | g
siren street, New Orleans La; the vice o
resident Is Horace s. Gumbel. whose ad- +
lress is 4432 Carondelet street: the sec q
etary-treasurer is Horace S. Gumbel, Jr. N
whose address is 4432 Carondelet street a
Sew Orleans, La.
Notice of stockholders annual meeting o