The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-08
CHARTER OF THE ORLEANS KIIL
AND COFFEE CO., INC.

Nineteen Hundred and Twenty one ana
of the independence OF the Jh4ttd Slal'7
OF America the one Hundred ana / oI'!-
NTH Before me Herbert ". hals'r.
4 notary pubic duly sworn. commissioner
and qualined IN ana Tor the idTIsA "l VI
leans, State Of Louisiana, ana III Inc pre-
,urr OF The witnesses hereinafter named
and undersigned. personally came AKA 'P
g".TeC the several persons whose name
are HcreuuIo subscribed, who declared thdt
ayaiIIu- themselves oil the laws OF inns
state relative to the organization OF cor
puratiou>, they have CUNcudutcd ana
agreed and 10y these presents covenant
agree. bind, form ana constitute them
selves. as wen as such persons as may
hereafter become associated with them.
into a corporation or body polite III Jaw
Tor the objects and purposes, ana under
the agreements an dsupulauOns following
lu-NiI:
ARTICLE The name and title OF this
curpuratIou shall toe orleans llct anu '"4
lee. Co. Inc. and under Its corporate name
!. shall enjoy succession Tor the iuH term
and period Of ninety mine years from an"
after the date LereOi, ana shall nav Po"tI
and authority 10 contract, sue ana ne Nu'u'
10 accept and receive mortgages p4tdE'N'
and other approximations, 10 maxi al"
use Il corporate seal. and the same 10 bItaN
and alter al pleasure, to purchase, receive
lease hold or otherwise acquire ana CON
NeN. as well As mortgage and hypOlhetdtt
under its corporate maine, property DOT"
real, personal and mixed 10 BORROW Moh'!
druccs of dcDt and to secure the same by
mortgage and otherwise; To subscribe 10
and hold stock III other corporations /"
acquire, hold and Reissue shares oil H.
capital stock, to carry out all OF the Oh
jccts and purposes hereinafter set forth
10 name and appoint such managers ana
directors, officers and agents as the III
trrest aud convenience OF SAID corporation
may require; and to make and establish.
as wei. as alter and amend at pleasure
such bylaws, rules and regulations Tor
the mana cement of the corporation as may
be necessary proper and convenient, ana
generally to do all sue hactS ana things
a. 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 orlrahs'
state Of Louisiana, and all citations or
other legal process shall be served on the
president of the company, or i'll his ali
sence upon the vice president.
ARTICLE IH-The purposes Of this
corporation are: generally, as principal
OF maHditaTy, TO engage i'll the buying ana
selling, principal or broker, at whole
sale or retail, Of rice, coffee. sugar anG
other products, and generally 10 do all
things necessary or incident 10 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 t$3OVOOo) divided
into and represented by three hundred
shares of the par value of one hundred
dollars tSIOOOUI per share. The amount
of said stock may be- Increased to t$JuO,-
$4,000 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 un-
less and until he. or she. shall have nrSt
made 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
by the board and in case of dissatisfac
ton as TO the price set by the board, the
matter shall be arhitrated. one arbitrator
With the power of amicable comFOunder
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 hnal. aud 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 he addressed TO
the other then stockholders, and 10 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. I
to sell shall be distributed prO-rata among I
such of the other stockholders as desire |
10 purchase, in the proportions in which |
the stockholders DESTROYS Of purchasing
bear 10 each other; and if the total which /
such other stockholders desire to purchase, |
* less than the total offered for sale, then. |
after each of the other stockholders shall |
have ana 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 |
oil artA .lx~ Inc
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 |
StockhOlder 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 |
lcI SuSH portion OF the STOCK TO |
such person or persons. and at such price |
as he or she may See fit.
ARTICLE N-The corporate powers of |
this corporation shall be exercised by |
board of three directors who shall be
stool holders in this corporation, and who
shall be elected by the stockholders an
nually at a general meeting to be held on
the 9th day of January and the said board
snail nave, 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
me transaction of any business by the said
board of directors.
From the said directors there shall be
elected annually a president vice presi-
lent, and secretary treasurer. The fol-
lowing persons, each of whom are and
zach declare to be bona fide owner of at
east one unpledged share of stock in this
corporation, shall constitute the first board
u directors: Arthur A. Hitler, Horace S.
iumbel. Horace S. Gumbel. Jr. The said
BOARD OF directors named above, shall con- |
niue In office until their successors are
elected. Each board of directors at the
lrst meeting after their election, shall
'lect officers for the corporation as here |
nabove provided, who shall likewise hold
Mice for one year.
Inc president of this corporation is
irthur a. Hitler, whose address is 1900 {
'lrch street, New Orleans. La; the vice ,
resident is Horace S. Gumbel. whose ad-
ress is 1892 CarOndelet street: the sec | ,
is Horace s. GumbeI Jr :
ghose address is 4432 Carondelet street >
'ew Orleans, La. :
Notice of stockholders annual meetine G
oil gff hnr T.. L. a