The herald., 1922-08-31
AMENDMENTS TO CHATTER
CLOVERLANDS DAIRY CO

AMENDMENTS TO CHARTER
| CLOVERLANDS DAIRY CO.
| Louisiana, Parish of Orleans City of
| New Orleans. Be il known that on
| this twenty-seventh day of the month
| of July, in the year of our Lord ono
| thousand nine hundred and Twenty-Five
and Of the independence of the United
| states of America, the one hundred
and forty-seventh, before me, Henry
L. Dart, Jr., Notary Public, duly
commissioned and qualified, in and for
! this city and the parish OF Orleans
! therein residing, and in the presence
Of the witnesses hereinafter named and
| undersigned, personally came and ap-
| peared George a. Nillere and George
! w. Gum. who declared that they are
respectively the president and secre-
and that they appear before me-
| Notary in their capacity as a com
mittee for the purpose of putting in
authentic shape certain changes alter
ations and amendments to the charter
| OF said company under the authorize
ton of the resolution Of the Board of
directors of said corporation, herein
after referred to.
| The appearers. acting for and on b
half of ClOverlandS Dairy Company, a
| corporation created under the laws Of
Louisiana by act before Felix ]. Drey-
| fouS, Notary Public, on January 49,
| 1907. duly recorded in the Mortgage
OFFICE of the parish of Orleans. on
| he 24th day of January. 1907, do de
| holderS of said corporation, duly called
and convened, held at the office of the
same in New Orleans on the eth day
or July 1872, the following resolution
| ~aS adopted, to-wit:
| Resolved, That Messrs. George A
Where, president and George w. Gum.
secretary, of CloverlandS Dairy Com
pany. are hereby appointed a committee
for the purpose of causing to be made
and executed all such lawful acts and
deeds as may be necessary to carry out
and complete the amendments to the
| charter of said corporation. adopted at
meeting of the stockholders thereof,
held this day"
That at the meeting hereinabove re-
ferred to. the entire capital stock of
the corporation issued and outstanding
being present and represented. the fol
lowing amendments to the charter of
sald corporation were unanimously
1st ARTICLE l. The name of the
corporation shall be Cloverland Dairy
Products Company, Inc.
| End. There is added to Article II the
following sentence. to-wit:
ARTICLE II. This corporation shall
have the right to own, possess. buy
ana sell real and personal property of
every nature and kind, and wherever
situated; to lend money on security;
to buy, own, hold and possess bonds,
stocks and securities of other corpora
at will
9rd. Article " is amended so as to
incorporate therein the following pro-
ARTICLE w. The capuar stock of
the corporation is increased from One
Hundred and Fifty Thousand Dollars
to Five Hundred and Fifty Thousand
Dollars, and the Board of Directors
may and it is authorized to declare 4
stock dividend out of the surplus and
undivided profits of the corporation
creased capital stock in payment OF
said stock dividend in such amount as
in the judgment of the Board of DIrec.
tors may be warranted in the premises
and this corporation shall have the
right to increase said capital stock tC
One Million Dollars.
All stock now or hereafter held in
this corporation shall be so held under
the irrevocable contract and agree
ment, that:
"a No stock shall ever be sold
! transferred or assigned until 1t has
first been offered to the COMPANY
through the Board of Directors at bool
value for the use and benefit Of the
; remaining stockholders. in proportion
be established by adding surplus ant
, undivided profits to capital stock a
par; deduct from this total any divi
dend declared since the last trial bal
! ance of the corporation and divide the
+. remainder by the total number o.
, shares issued and outstanding. Notice
. of offer to sell must be given in writ
! ing and thirty days allowed to accep
,
! paw therefor
(2) stock held by officers and EN-
ployees of the corporation shall h,
subject to call for purchase at hool
r value aforesaid. whenever such office
| or employee ceases to be in the ser
. vice of the company by reason of dealt
or otherwise: provided that this claus
shall not be applicable to w. r. Irb,
7 or to any stock owned by him, no
5 shall II be applicable to any stool
pledged TO him by such officers an.
\ al -sfwhN 90 ~n1 sol ctr nl
5 for purchase shall be exercised by tn
Board of Directors within ninety day
e after the termination of the employ
= ment. or after notice Of death is re
t ceived by the company from the rem
resentative of the decedent. and sail
t right shall lapse if not exercised within
= that period. ANY stock called for pur
' chase under this provision shall b
] offered bv preference to the officer
D and heads of departments then Il
S office; reserving, however. out of tn
e of such employee or head of depart
4 ment. which allotment shall be deter
e mined by the Board of Directors. Stoc'
: not taken and paid for by the person
{ above mentioned shall be sold at sal
s book value to the other stakeholder
n in proportion to their holdings. or I
e any of them, should all of said stock
q holders not narticiDate therein. Paw
ment for said stock shall be made 4
r cash within thirty days from the dat
e of the call aforesaid
= (3) Should any OF the stock or thl
e corporation be owned nv Mr.. w. T
Irbv at the time of his death, tn
: right to buy the same is hereby give
= to those surviving stockholders VIII
r are at that time officers or heads q
:, departments in this corporation. an
Il who have been continuously employe
n therein for at least five wears proceed
= ing such death. This right may b
r exercised by any of such persons shout
d all not avail themselves of the priv
s ileCe. The price of such purchase sha
be determined bv the executor OF tn
r said Irby and the same may be Dai
s in cash or within such DELAYS and q
d such terms and conditions as may b
, agreed upon with the executor or un
s versal legatee of said Irby: provide
a that this right shall lapse unles
II notice Of intention TO exercise IN
o same shall be given the estate with
Il ninety days. and the transaction cor
e summated within one year after sal
? Irhv's death.
e "a Certificates Of stock to have !
body or on face a reference to thi
(, particular article of the charter.
J. 4th. Article V is amended so as !
e incorporate and substitute therein IN
l. following provisioSS- to-wit:
IS ARTICLE V. The date OF the ar
IT nual meetings of this corporation sha
& be January 95 of each wear. in lie
Is of January Is. as heretofore provide.
e In addition to the officers present.
D. provided for, there shall he an add
- tional officer to he known as Chalrna
n OF the BOARD. and the Board OF Dire
a tors shall have the mower to estaolis
" and create other officers or the co
Is poration. There shall not be given an
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