The herald., 1922-12-21
CHARTER.

poration is hereby fixed in the City OF
New Orleans. State Of Louisiana, and all
citations or other legal process shall be
served upon the president OF this cor
pOration. or. in his absence, upon its Sec
rotary, or vice president.
ARTICLE III-The objects and pur-
poses for which this corporation Is or
ganized and the nature Of the business TO
be carried by 1t are declared to be:
TO buy, SELL manufacture and generally
deal in all classes of merchandise for ac-
count Of the corporation or on commits
mission; to receive consignments of mer-
chandise, and to do any or all things as
may be necessary or convenient In con-
nection with its business, to the same
might do. and in any part of the world.
To secure, take, acquire, buy, hold.
own, lease, mortgage, or otherwise deal
in and dispose Of real estate, Oil and gas
lands, and the products therefrom.
To establish. acquire and register
trade marks In any part Of the world.
To charter, buy, manage, operate and
control steamers, barges, lighters, wharfs,
warehouses and such other necessary i'm
provements as may seem advantageous to
the best interests Of the corporation.
ARTICLE lN-The capital stock of this
corporation is hereby fixed at the sum of
one hundred thousand dollars 00,OO0OO),
divided into one thousand q, OOO) shares
OF the par value Of one hundred dollars
| tSlOOOO) each, all of which shall be com
mon stock, and the amount to which said
| fixed at the sum of two hundred and fifty
| thousand dollars $3.50, 000.OO); the said
| stock shall be issued only for cash or in
| payment OF property or services actually
| received by or rendered to said corpora
uon; said stock shall be fully paid for at
the time of its issuance and thereafter be
| non -asseSsable.
Fifty per cent, (5Ofo), or fifty thousand
shall be subscribed before the filing OF
this act of incorporation, and fifty per
| cent. (JO%G) of the amount so subscribed
shall be actually paid in before the cor
poration engages in business and the re-
mhinder OF the amount so subscribed
shall be paid in within one year from and
after the date hereof; the residue of the
stock shall be issued and paid for subject
to the action and call of the board of
directors. in conformity with the existing
provisions of law relating thereto.
The parties hereto hereby subscribe for
| the number of shares of capital stock of
the said corporation set opposite their re-
| spective signatures the subscription
! list attached hereto and made part here
! of.
ARTICLE V-An the corporate powers
OF this company shall be vested in and the
| management and control of its affairs
| shall be exercised by a board of directors,
consisting OF not less than three and not
| more than five stockholders, a majority of
| whom shall constitute quorum, for the
transaction of all business. The direc-
tors shall be elected annually by the
| VI the tnlru TUESDAY OF
January in each year Each stakeholder
| shall be entitled, in person or by proxy,
! 10 vote for every share owned by him,
ana all elections shall be held under such
| rules and regulations as may be de-
| termlned by the board of directors after
hiteen 15l days notice by mail of such
election shall have been sent to each
| stakeholder at his last known address
All voting shall be by ballot. The di-
| rectors thus elected shall continue in Of
nee Tor one year, or until their successors
shall have been duly elected and qualified.
Any vacancy occurring on said board
| shall be filled by the remaining directors
for the unexpired term; the said board
shall likewise elect tho additional men,
oers In case they should determine to in
crease the number OF said board; and all
officers and employees shall hold Office at
the pleasure of the board.
The board of directors shall elect an
| nually from thUir number a president and
may elect one or more vice presidents;
they shall also elect secretary and a
treasurer, which two latter Offices may be
nlled by one person, and which person or
persons need not be a stakeholder Of this
corporation.
The first board Of directors shall consist
OF three go stockholders and shall be
composed of Juan Argote. whose post Of
flee address is No. 1929 st. Charles Ave-
nue., New Orleans, La; Pascual r. San
chez. whose post office address is No. 734
Ara6elia Street. New Orleans, La, and
} Egidio lore, whose post office address
. is No. 100 North Broad Street, New Or
leans La. with the said Juan Argote, as
president: Iascual r. Sanchez, as vice
president, and Egidio Tore, as secretary
AMI treasurer. The above named board
or directors shall hold office until the
; third Tuesday Of January. 1924, or until
successors are elected and qualified.
The board of directors is further au-
thorized to frame and adopt such by
laws, rules and regulations as the affairs
ana business OF the company may require
ana II may deem necessary for the con-
Quoting and management thereof proyid-
ed the same does not conflict with this
charter and the laws of the state Of
Louisiana and those of the United States
OF America; to name and appoint man
ayers, nix their mrcnsation and terms
or employment. as well as name and ap-
I point agents and employees as in its dis
) creuon may seem mt and proper, as well
ployment Of the officers, employees
, clerks and assistants.
The board of directors may, at any
, time, issue any unsubscribed stock, upon
payment therefor, in accordance with law
, to such person or persons as the boa rd
may deem proper.
} No transfer of stock shall be binding
} on this corporation unless made upon its
books by the surrender Of the outstanding
certihcate properly endorsed by the re-
glstered owner, or by his duly constituted
Z agent, or legal representative, and In ac-
cordance with such rules and regulations
as the Board of directors may prescribe.
ARTICLE yI-Notice of all meetings
a held for the election Of directors, or for
any other purpose, shall be given in writ
ing by the secretary, and may be served
personally or deposited in the mail ad :
dressed fifteen Q5) days before such
meeting Is held, and directed to each
stakeholder at his last known address. as
the same shall appear on the books of
; the corporation. unless said notice is
2 waived Ia writing by all Of the stock
holders appearing uron the books At all
meetings Of stockholders a majority of
the votes cast shall be sufficient to elect
or decide all questions voted upon ex-
cept Tor the alteration, amendment or the
dissolution Of the corporation.
|, ARTICLE yII-This charter may be
modified, changed or altered, or said cor
poration may be dissolved with the assent
OF stockholders owning two-thirds Of the
I entire capital stock at a general meet
v ing OF the stockholders convened for that
, purpose. after fifteen days written no.
tice shall have been given to each stock
holder, mailed to his last known adj
dress.
| ARTICLE VIII-In the event of the
liquidation or dissolution Of the corpor-
:. alton, the stockholders shall elect two
liquidators from among their number Mt
meeting convened for that purpose
after ten days written notice sent to each
stakeholder by mail to his last known ad :
dress; said liquidators shall have the au-
Z thority to wind up the business and af-
' fairs Of this corporation. In case of death
n | of either of said linuidatars h.