The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-13
CHARTER.

The corporation, shall have the right 10
refuse to transfer any stock SO long as the
shareholder demanding the transfer Is IN
any way indebted to the corporation anu
the corporation shall have lien, pledge
and privilege on each share of stock to
secure any Indebtedness due by the share
holder to the corporation. Should any OF
the stock offered for sale be not desired
by the other stockholders. ana should IA"
CORPORATION itself be unwilling or unable
to purchase any of the same out OF the
surplus earnings, within ten days from
the receipt at the corporations uhlc" OF
the written offer to sell, then, and then
only. shall the stakeholder desiring To sell
Toe entitled to transfer such unde>ired por-
ton Of the stock 20 such person or per
sons. and at such price as he or she may
mt. Notice of the PROVISIONS OF inns
article shall Ice printed upon each Crrtifi-
cate of stock issued by the corporation
and shall be binding upon every person
now. or hereafter becoming. stock
holder in this corporation, all of whom
agree to the provisions hereof ana TAX" /
such stock subject thereto, and all pledges,
hyr"thccatiOns or other membranes OF
said stock. or dealings with regard there !
to- shall be subject to the provisions here
Of !
ARTICLE VI-AU the powers of this !
corporation shall be vested in board com |
posed of not less than three nor not more |,
than nVc directors. The precise number /
of directors within said limits shall br :
.Ncd by the stockholders at the annual
meeting. or at special meeting called |
terval between stockholders meetings the
board itself may elect additional direc-
tors within the maximum limit above
provided. if the stockholders shall not
have elected the same. \ majority of the
board shall constitute a quorum. Said
board of directors shall be elected an
nually at the stockholders meeting TO be
held annually az the Office OF the corpora
! ton on the third Tuesday in June of each
year COR on the next legal day If that be
! a holiday after notice given TO each
| stakeholder by mail ut least fifteen days
before the date of the meeting. addressed
/ TO the last designated address of the stock
| holder, or if he has designated no address,
| to the General Delivery at New Orleans.
! special meetings Of the stockholders may
| he called by the board at any time and
| notice thereof shall be given in the man
! ner provided for annual meetings; pro
! .ided that in all eases all notice may b"
| waived by unanimous consent. Each
| shareholder shall be entitled TO one vote
| for each share of stock standing in his
| name on the books of the corporation, said
I vote TO b. east in person or by proxy and
| majority of the votes east shall elect
Failure TO elect directors on the day above
specified shall not dissolve the corpora
ton but the directors then in office shall
| remain in office until their successors are
elected. The board of directors shall nave
power to nil all vacancies which may oc-
eur or in any manner arise or he created
| on the board, even though no quorum re-
main at the time such vacancies are TO he
| number a president and one or more vice
presidents. The board shall also elect a
secretary and treasurer. either of whom
NAV be the same individual the prcsi-
dent or yice-president or need not be
members Of the board or stockholders. .
and the board is expressly authorized
from time to time TO dispense with any of
said officers and /Or combine and iOr sepa-
rate any of them, and /Or elect any other
such officers as the board may think
proper or convenient 10 the carrying on
of the company'S business, and to prOvid"
that said officers need not be members
Of the board or stockholders: and the
board shall fix the salaries of the Off
GERS, agents and employees. st any meet
ing of the board of directors. any direc-
tor absent from the meeting may be re-
presented by any other director who may
east the vote of the absent director ac-
cOrding to the written instructions, either
general or special. of said absent director.
The board of directors shall have author
ity to make and establish as well as alter
and amend, all bylaws. rules and regula-
tons necessary and proper for the sup
port and management of the business and
. affairs of this corporation and not incon-
sistent with this charter; and they shall
have power to authorize the borrowing OF
money and the issuance of notes and the
! execution of pledges and mortgages, and
generally to do all things necessary or
convenient for the proper carrying on or
the business of the corporation.
| Until a general meeting of the stock
holders for election of directors to be held
in 1923. or until their duly qualified sue
cessors are elected and installed. the board
of directors shall be composed of the fol
! lowing: John y. Stewart, $50 Union street
New Orleans, La; Andrew Stewart S3t
Union street. New Orleans, La; william
| r. Stewart. $50 Union street, New Orleans
La OF the foregoing directors John n
r Stewart, shall be president; Andrew Stew
, art. yice-president and treasurer and VII
liam L. Stewart, secretary.
ARTICLE vII-This act Of incorporation
may be changed, modified or amended, or
, the corporation dissolved by vote OF
two thirds of the entire capital STOCK
| present or represented at a general meet
, ing of the stockholders convened for such
purpose. after previous notice shall have
been given in the manner above proslusd
to be given of the annual meeting OF the
, corporation.
% ARTICLE Wilt this corporation shall
. ne dissolved, either by limitation or from
any other cause its affairs shall be hqul'
dated by three commissioners to be APP
0 pointed at the meeting of stOckholder'
. convened for the purpose OF liquidation
= and to be elected by the vote OF all tht
= stockholders voting upon parity. Sald
: iquidators shall remain in office unit
: the affairs OF the corporation shall have
, been fully settled and Hquidated. and they
n shall have full power and authority to
,. transfer and give title to all the property
n and assets of the corporation and to dis
4 tribute the proceeds. In case OF death
Y disability or resignation of one liquida
: tor the vacancy shall be filled by the sur
r vvor.
!, ARTICLE IX-NO stakeholder shall
= ever be held liable or responsible for the
= contracts or faults of said corporation IL
?, any further sum than the unpaid balance
: due on the shares of stock owned by him
= nor shall any mere informally in organl
Zation have the effect of rendering thi'
q charter null or of exposing any stock
V holder to any liability beyond the UNPAID
= balance due on his stock.
: In order that this charter may serve a.
e the original subscription list, the SUB
$ scribers hereto have indicated opposite
y their respective signatures the number o
, shares of stock subscribed for by each o
them.
II The subscriptions to the capital stool
IS Of this corporation have been paid by tn
S transfer and conveyance to the corpora
Il ton of the assets and liabilities of Stew
r art Bros. Cotton Company and Stewar
II Bros. & Company, of the city or New or
n leans. as the same are shown In detal
~ upon the books of said firms, which book
I. are incorporated herein by reference. SAT-
e assets have been appraised by the direc
d tors of Stewart Bros. Cotton Co. Inc, r
e having a net value in excess OF all liabili
e ties assumed OF more than one million
l. 100000 O0) dollars.
i Thus done ana passed at my notaria
u office in the City of New Orleans. Stat
a of Louisiana. on the day, month and yea
u first hereinabOve written. in the presenc
- of w W. McWhan and ii. ]. Dutel com
= petent witnesses, who have hereunto sub
~ scrihed their names together with ms
e notary. and the said appearers, after du