The herald., 1922-04-20
CHARTER OF
EsPERANZA UNCOMFORTABLE

lana. duly commissioned and qualified,
and in the presence OF the witnesses
hereinafter named and undersigned, per,
sonally came ana appeared the several
persons whose names are hereunto sub
scribed, all above the full age OF ma
jority, who severally declared that
availing themselves Of the laws OF the
State of Louisiana. particularly Act Zot
Of 1914, relative to the organization OF
corporations they do by these presents
agree and bind themselves, as well as
such other persons as may hereafter be
come associated with them, to form and
constitute a corporation for the objects
and purposes and under the articles ana
stipulations following. to-wit:
ARTICLE /. The name, styld and
title of this corporation shall be ESPE-
RAMA, INCORPORATED, and under
that name it shall have and enjoy all
the rights. advantages and privileges
granted by law to corporations, anu
shall exist for the full term and period
of ninety nine years from this date. II
shall have power to contract, sue and he
sued; TO make and use corporate seal
and the same TO alter ana Oreah at
pleasure: to hold. receive lease purchase
sell and convey. as well as mortgage
hypothecate and pledge property, real
personal and mixed, corporeal ana IN
corporal; to name and appoint su'n
managers. directors, ofhcers, agents anu
other employees as its interests ana con-
venience may require, and to make ana
establish as well as alter and amend
from time to time, such bylaws. rules
and regulations as may be necessary
and expedient for the proper manage
ment and government of the affairs 81
said corporation.
ARTICLE III. The dOmicile OF this
CORPORATION Is hereby fixed in the CitE
Of New Orleans. state of LOUISIANA anu
all citations or other legal process shail
he served upon the President Of this
CORPORATION: or. in his absence, upon IT'S
Secretary Treasurer.
ARTICLE III. The objects ana pur-
poses for which this corporation Is es-
tohlished and the nature Of the business
to be carried on by ii are hereby DE,
clared to be: To carry on general
shining business, including the recelV-
ing. handling. shipping and transporting
of goods. wares. merchandise ana an
classes of freight. by water.
ARTICLE ". The capital stock of
this corporation is hereby fixed at the
sum of Twenty five Thousand Dollars
| (s25 900 OO) to be divided into and rep
resented by Two Hundred and Elfty
| (250) Shares in the sum of one hun
| dred Dollars $500 O0) each: said stock
! shall only be issued for cash or in pay
| ment of property actually received or
| purchased by said corporation. The can
| ital stock of this corporation may De
! increased to the sum Of one Million DOL
| lars jS1. 900 100000
| ARTICLE V. All the corporate powers
of this corporation shall be exercised
by a Board of Directors. consisting OF
| three stockholders. n majority OF whom
! shall constitute a quorum for the trans
action of business. The directors may
vote in person or by written proxy in
favor of another director. The Board
Of Directors shall elect annually from
among their number President ana
Treasurer. and Vice-President ana
Secretary Treasurer. Any two ofnces
NAV be held by the same party.
The first Board Of Directors shall con
sist of three stockholders, and shall be
composed of W. G. Smith. r. M1chell
and F. W. Salmen. With the said W. :"
Smith as President and Treasurer, and
Homer Fritchie as Vice-President and
Secretary Treasurer.
The postoffice addresses of said direc-
tors are as follows: W. G. Smith. F. p
Michel. +. W. Salmen, all of New Or.
leans. La.
These directors shall serve until the
third Tuesday in April. 1923. or until
their successors have been duly elected
and qualified The annual meeting OF
stockholders for the election of direc-
tors shall be held on the third Tuesday
in April of each year. unless said day
be n legal holiday and then on the neXt
bank day thereafter. Any vacancy oc'
curing among the directors by death
resignation or otherwise shall he filled vi
election 70 rthe uneXpired term by the re-
naming directors. Each subscriber hereto
sets after his name his pOstoffice al
dress and statement of the number NJ
shares Of stock which he agrees to take
in the corporation. At all elections every
stakeholder shall be entitled TO one vote
for each share Of stock standing in hi:
name on the books Of the corporatin
to he cast in person or by his writer
proxy. A majority of the votes cast shall
elect.
= a,
liquidation or dissolution Of this corpor
alton. the stockholders shall elect thre'
liauidators from among their number a
n meeting convened for that purpose
after fifteen Q5) days written notice
seat to each stakeholder by mail TO hi
| last known address; said liquidatOr
shall have the authority to wind up III
business and affairs of this corporation
In case of the death of liquidatOr, III
survivors shall appoint stakeholder a
successor to him.
| ARTICLE VII. This charter may b
| modified, changed altered, or salt
| corporation may be dissolved, with tn
| assent of stockholders owning twO-third
| of the entire capital stock at a genera
| meeting Of the stockholders convened TO
| that purpose, after fifteen Q5) days
/ written notice shall have been given {
each stakeholder, mailed to him at hi
/ last known address
ARTICLE VIII. No subscriber TO
= stock shall ever be held liable for tn
contracts. faults or debts of said cor
J poration in any further sum than h
unpaid balance, If any, due the cOrpor
| alton on the stock for which he ha
subscribed; nor shall any stockholde
ever be held liable for such contracts
faults or debts in any further sum tha
the unpaid balance, if any, on the stocl
owned by him; nor shall any mere in
formality in organization have the effec
of rendering this charter null. or rem
derirg any subscriber or stOckholde
liable beyond the unpaid amount, il any
remaining due on his stock.
III No stakeholder in this corporation
can ever seel the stock owned by hin
in this corporation. or any part thereof
without first offering the same in writ
ing to the other stockholders, throug
the Board of Directors, at it's then boo
value, who will have the first option I
purchase the same; and in the event O
the death of a stakeholder, the right !
hereby reserved to the remaining stock
holders to purchase said stock at its the
| book value.
| ARTICLE TX. This corporation
organized under the laws of the Stat
Of Louisiana, and especially Act No. &c
| of 1914, and the subscribers hereto, TO
| themselves and said corporation, an
| for its officers. directors and stockhoid
| ers. hereby accept. as part of this charte
/ and as conditions of this corporation
all the rights, powers, privileges an
iumunities granted to corporations an
granted to and conferred upon officers
| directors and stockholders of corpora
tions by said laws and said act; sue
| acceptance being as full. complete an
/ binding as IL said rights, powers. priv