The herald., 1922-09-14
CHARTER.

ayers, directors, OFFICERS, agents anu
other employees as its interests, business
and convenience may require, and may
fix their compensation, having due re-
gard to the nature, character and value
tablish bylaws. rules and regulations not
inconsistent with this charter or any ex-
listing law. fixing or altering the manage
ment of its property, the regulation and
government of its affairs and the manner
of the certiflcation and registration of Its
stock. Il may wind up and dissolve
itself or be wound up and dissolved in
the manner prescribed by law. IL may
conduct business in this State. the Federal
| Districts. the Territories and possessions
of the United States, and any foreign
country. II shall have power to invest
its Board of Directors with all of its
corporate powers. subject to such restric-
! tions as may he named in this charter.
And IL generally shall have and possess
all the powers. rights, privileges and i'm
munities which corporations are and may
| hereafter be authorized TO have and pos
scss under the Constitution and laws Of
this state, and particularly under Act No.
| 26I of the Acts of the General Assembly
! of the state of Louisiana. for the year
1914 and the amendments thereto.
ARTICLE ii. The domicile of the said
| corporation shall be in the city Of New
| Orleans, parish of Orleans, state of Louis
lana, hut il may establish and maintain
offices and agencies throughout the
United States of America and foreign
| countries.
| All citations and other legal process
| shall he served on the president or in
his absence, on the Vice-President Of the
corporation. In the event of the absence
| of the President and Vice President Of the
| Said corporation, then said process shall
be served on the Secretary.
ARTICLE Ill The obj~ts and pur-
poses for which this corporation is organ
lied and the nature of the business To
to be:
To buy, sell. ship, store consign and
| receive on consignment, import and eN-
port. and generally deal in, either at
principal. eggs, fish, fruits, produce. vege-
tables, poultry, ducks, rabbits. wild game.
ana al kinds and manner of perishable
and all other food products, and to carry
on general brokerage and joboiug bust
ness and all other foodstufIs.
And generally to hold and exercise all
such incidental powers and privileges as
relate to the objects and purposes here
inabOve set forth, or as NAV be neces-
sary, useful or convenient for efTecting
said objects and purposes, any OF
them.
| ARTICLE ". The authorized capital
stock Of this corporation is hereby fixed
at and declared to be the sum of $50 10000
which capital stock may be increased In
tn" manner provided by law to the sum
The presently authorized capital stock
of this corporation shall consist of 800
shares Of the par value, Of $4,000 each.
-.
shan he full paid and worcestershire
when issued, shall be issued only for
labor done, or for property actually re-
ccived, or for bonuses to be paid its
employees. or in lieu Of cash dividends,
when and as said dividends shall have
become accrued. or for cash to he paid
at such times and In such amounts and
after such notice as may be determined
by the Board Of Directors, and shall be
personal property. No transfer OF said
capital stock shall be binding upon this
| maH in r.Iu.f,.
with its charter and bylaws and re-
corded on the books thereof
ARTICLE V. No stakeholder may sell.
assign or transfer his stock in this
poration without giving to the other
stockholders, through the Secretary
Treasurer Of this corporation, notice in
writing OF such intention, and the other
stockholders shall have the right for a
period of 30 days from the delivery OF
such notice to the Secretary Treasurer TO
purchase all or any part of the stock Of
such stakeholder for cash at the market
value thereof, after which 90 days the
said stock may be sold without reStric-
ton.
Other stockholders desiring to pur-
chase stock under this article must in
due time give notice Of such desire to
the Secretary Treasurer of this corpora
J ton. In the event that the other stock
holders offer to buy more stock than IS
offered. stockholders Offering to buy shall
be entitled TO buy the offered stock In
: equal proportions of the amount of stock
| offered for sale.
: No sale or other transfer or assign
ment of stock in this corporation shall
be valid until and unless opportunity to
purchase such stock has first been given
. in the manner hereinabove provided Ia
the other stockholders of this corpora
. ton. and this right so vested In the
= other stockholders shall follow into any
hands into which Il may pass any stock
sold, transferred or assigned without such
opportunity being given. and may be ex-
crcised against the holder or holders
thereof within 90 DAYS after such stock
= Is rendered for transfer on the books OF
this corporation and no transfer OF any
: such stock shall be made on the books
: of this corporation during the tendency
: Of said 90-day period.
Z ARTICLE VI All of the corporate
. powers of this corporation and the man
. agement of its affairs shall be vested In
Q and controlled by Board Of Directors
= composed of three (3) stockholders, ex-
Z cept that the officers of this corporation
= shall have and exercise the power granted
: to corporate officers Of Section 16 Of Act
267 of 1914
A majority Of the Board Of Directors
: shall constitute a quorum for the trans
Z action OF any and all business. and .
. majority vote Of the quorum present al
I acts. within the scope authority and
. power OF the Board of Directors.
Said directors shall be elected annually
. on the first Monday In October OF each
. year, commencing with the first Monday
in October. 1923. and such directors sc
. elected shall hold office for one year OF
. until their successors shall he duly elected
! qualified and installed. Failure to cleo
= directors at any annual meeting shall
= not dissolve the corporation, but the
y directors then in office shall hold ovel
until their successors are duly elected
qualified and installed.
Each stakeholder Of record on the books
Of said corporation shall be entitled Il
cast at the meeting Of stockholders fo
d the election Of directors. either In persoI
or by proxy one vote for each share o.
stock held by him, and n majority OF tn
votes cast at such meeting shall elect Oh
n decide any other question before IL.
All meetings Of said stockholders o.
% directors shall be held at the domicil
Of the corporation, except with the writ
ten consent Of all directors: valid meet
inss OF directors may bo held outside o
n the state. or in the state, elsewhere thai
;, at it's dOmicile.
~ ANY vacancy occurring, for any cause
in the Board Of Directors, between tn
dates Of the annual meetings herein pro
vided for. shall be filed by the remain
10 ing members OF the Board OF Directors
Immediately after the annual election
y. Of directors thew shall meet ana cleo
II from their number a President one o
more Vice Presidents. n Secretary. and
Treasurer, but which two latter office
may be combined in one and the sam
person. The duties OF such officers shal
he such as usually pertain to the positio
to which they are elected. and such n
may Re provided for in the bylaws. o
. as NAV he designated by the Board O
Directors at any regular or special meet