The herald., 1922-09-21
CHARTER.

|
/ other employees as its interests, business
I and convenience may require. and may
| fix their compensation, having due re-
gard to the nature, character and value
/ or their services. IL may make and cS
! tablish by laws, rules and regulations not
/ inconsistent with this charter or any eN-
| listing law, fixing or altering the manage
ment of its property, the regulation and
government of its affairs and the manner
! OF the certification and registration Of its
stock. Ii 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-
lions as may be 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
ssSs under the Constitution and laws OF
this state and particularly under Act No.
26' of the Acts Of the General Assembly
Of the state Of Louisiana. for the year
1914 and the amendments thereto.
ARTICLE II. The domiciIc Of the said
corporation shah be in the city OF New
Orleans, parish Of Orleans. state OF Louis
lana, but II may establish and maintain
offices and agencies throughout the
| United States Of AmericG and foreign
countries.
MI NldtlOHS ana Olntr regal process
shall be 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-Prrs.dcut of the
.aid corporation, then said process shall
be served on the Secretary.
ARTICLE Ill. The obj0ts and pur-
poses for which this corporation is organ
lied and the nature of the business to
he carried on by it are hereby declared
to be:
To buy. sell ship. store. consign and
recciv" on consignment, import and eS-
port. ana generally deal in. either at
reialI or wholesale, or as a broker or
principal, eggs, fish. fruits, produce yege-
tables, poultry, ducks. rabbits, wild game
and all kinds and manner OF perishable
and all other food products, and to carry
on general brokerage and iobbing busi-
ness and all other foOdSturs.
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 may be neces-
them.
ARTICLE ". The authorized capital
stock OF this corporation is hereby fixed
at and declared to be the sum OF $40 600 90
which capital stock may be increased la
of 100000 90
The. presently authorized capital stock
OF this corporation shall consist OF 300
shares OF the par value of $4,000 each.
II shall be represented by certificates,
SHAH be full paid and non-assessabIe
when issued shall be issued only for
labor done, or for property actually re-
ceived. or for bonuses 10 be paid its
employees, or in lieu OF cash dividends
when and as said dividends shall have
become accrued. or for cash TO be 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
corporation unless made In accordance
with its charter and bylaws and re-
corded on the books thereof.
ARTICLE " No stockholder may sell,
assign or transfer his stock in this cor
poration without giving TO the other
stockholders. through the Secretary
treasurer OF this corporation. notice in
stockholders shall have the right for a
period of 90 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 30 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
ton: In the event that the other stock
holders offer to buy more stock than Is
offered, stockholders offering to buy shall
he 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 hereinabOye provided TO
the other stockholders of this CORPORA
ton. and this right so vested in the
other stockholders shall follow into any
hands into which II may pass any stock
sold. transferred or assigned without such
0nD0rtnnlfV hai civ md H.
crclSed against the holder or holders
thereof within 80 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.
ARTICLE vi. All Of the corporate
powers OF this corporation and the man
agement OF its affairs shall be vested In
and controlled by a Board OF Directors,
composed of three (3) stockholders, ex-
cept that the officers of this corporation
shall have and exercise the power granted
to corporate officers OF Section 10 Of Act
267 Of 1914.
a majority of the Board Of Directors
shall constitute a quorum for the trans
action Of any and all business. and n
majority vote of the quorum present at
any meeting shall be valid and corporate
acts, within the scope. authority and
power of the Board of Directors.
Said directors shall he elected annually
on the first Monday in October of each
year, commencing with the first Monday
in October. 1923, and such directors SO
elected shall hold office for one year or
until their successors shall he duly elected.
qualified and installed. Failure to elect
directors at any annual meeting shall
not dissolve the corporation, but the
directors then In office shall hold over
until their successors are duly elected
qualified and Installed.
Each stakeholder Of record on the books
Of said corporation shall be entitled to
cast at the meeting OF stockholders for
the election Of directors either in person
or by proxy, one vote for each share OF
stock held by him, and n majority Of the
votes cast at such meeting shall elect or
decide any other question before Il.
All meetings OF said stockh olders or
directors shall be held at the domicila
OF the corporation. except with the writ
ten consent OF all directors; valid meet
inss Of directors may DO held outside OF
the state, or In the state, elsewhere than
at its domicile.
Any vacancy occurring, for any cause,
in the Board OF Directors, between the
dates Of the annual meetings herein pro-
vided for. shall be filled by the remain
ing members Of the Board OF Directors
Immediately after the annuI election
OF directors they shall meet and elect
from their number President. one or
more Vice Presidents. a Secretary, and a
Treasurer, but which two latter Offices
may be combined in one and the same
person. The duties Of such officers shall
be such as usually pertain to the position
to which they are elected. and such a.
may Re provided for in the bylaws, or