The herald., 1922-05-11
CHARTER.

lana, duly commissioned ana qualined,
and in the presence Of the witnesses
hereinafter named and undersigned, per-
SOnally came ana appeared the several
persons whose names are hereunto sub
Scrbed all above the full age OF ma
JOrity, who Seyeraliy declared tha''
availiug themselves Of the laws or the
State Of Louisiana. particularly Act 26I
of 1914 relative to the organization or
corporations. they do by these presents
agree and bind themselves, as well as
such other persons as may hereafter Oe-
come associated with them, to form and
constitute a corporation for the objects
and purposes and under the articles ald
Stipulations following. tO-wit:
ARTICLE l. The name, style and
title of this corporation shall be ESTE
RAMA, INCORPORATED, and under
that name it shall have and enjoy all
the rights advantages and privileges
granted by law to corporations, and
shall exist for the full term and period
of ninety nine years from this date Ii
shall have power To contract, sue and be
sued; to make and use corporate seal,
and the same to alter and break at
pleasure; to hold, Receive. lease, purchase,
sell and convey, as well as mortgage,
hypothscate and pledge property, real,
personal and mixed corporal and in
corporal; to name and appoint such
managers, directors, officers, agents and
other employees as its interests and con-
venience may require, and To make and
from time to time, such bylaws, rules
and regulations as may be necessary
and eNpedient for the proper manage
ment and government of the affairs Of
said corporation.
ARTICLE II. The domicile Of this
| corporation 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
corporation; or, in his absence, upon its
| Secretary Treasurer.
| ARTICLE III The objects and pur-
| poses for which this corporation is es-
| tablished and the nature of the business
| to be carried on by 1t are hereby de
| clared to be: To carry on general
| shipping business, including the receiv-
| ing, handling, shipping and transporting
| of goods. wares. merchandise and all
| classes of freight, by water.
| ARTICLE ". The capital stock Of
| this corporation is hereby fixed at the
| sum Of Twenty five Thousand Dollars
| CS25 900 00). to be divided into and rep
| resented by Two Hundred and Fifty
C2J0) Shares in the sum Of One Hun
dred Dollars slO0O0 each; said stock
| shall only be issued for cash or in pay
ment of property actually received or
purchased by said corporation. The cap
| ital stock of this corporation may be
increased to the sum OF One Million Dol
! lars Isl, 900. 100000
| ARTICLE V. All the corporate powers
| of this corporation shall be exercised
| by a Board of Directors, consisting OF
three stockholders, 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 and
Treasurer, and President and
| Secretary Treasurer. Any two offices
may he held by the same party.
The first Board Of Directors shall con-
sist of three stockholders, and shall be
composed Of W. G. Smith, +. p Michel
and +. w. Salmen, With the said w. q.
Smith as President and Treasurer, and
Homer Fritche as VicePresident and
Secretary Treasurer.
The postoffce addresses of said direc-
tors are as follows: w. G. Smith, Il. p.
| Michel, L. 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 legal holiday, and then on the next
, bank day thereafter. Any vacancy oc-
: curing among the directors by death,
Z resignation or otherwise shall be filled yb
|, election 70 rthe unexpired term by the re-
, naming directors. Each subscriber hereto
: sets after his name his pOstoffce ad-
dress and a statement Of the number Of
shares of stock which he agrees to take
5 in the corporation. At all elections every
stakeholder shall be entitled to one vote
: for each share of stock standing in his
{ name on the books Of the corporatin,
proxy. majority of the votes cast shall
elect.
3 ARTICLE vi. In the event of the
liquidation or dissolution of this corpor-
| alton, the stockholders shall elect three
4 liquidators from among their number at
meeting convened for that purpose.
after fifteen Q5) days written notice
! sent to each stakeholder by mali to his
4 last known address; said liquidators
shall have the authority to wind up the
a business and affairs of this corporation.
, In case of the death Of n liquidator, the
, survivors shall appoint a stakeholder as
v successor to him.
: ARTICLE VII. This charter may be
), modified. changed or altered. or said
!, corporation may be dissolved, with the
: assent o. stockholders owning two-thirds
n of the entire capital stock at a general
s meeting OF the stockholders convened for
+; that purpose, after fifteen Q5) days
: written notice shall have been given to
: each stakeholder, mailed to him at his
:, last known address.
i ARTICLE VIII. No subscriber for
l. stock shall ever be held liable for the
J. contracts, faults or debts of said cor
. poration in any further sum than he
. unpaid balance, IL any, due the corpor-
q alton on the stock for which he has
u subscribed; nor shall any stakeholder
q ever be held liable for such contracts
u faults or debts In any further sum thar
n the unpaid balance, IL any, on the st0cL
|. owned by him; shall any mere in
u fOrmality in organization have the effec
le of rendering this charter null, or rem
u derirg any subscriber or stOckholdei
u liable beyond the unpaid amount, IL any
'r remaining due on his stock.
= No stakeholder in this corporation
N can ever seel the stock owned by hin
in this corporation, or any part thereof
without first offering the same In writ
Of ing to the other stockholders, through
ID the Board Of Directors, at its then bOol
DR. value, who will have the first option Z
tx purchase the same; and In the event o
IL the death OF a stakeholder, the right |
n, hereby reserved to the remaining stock
ne holders to purchase said stock at Its the
at book value.
I ARTICLE TX. This corporation
~ organized under the laws Of the Stat
81 OF Louisiana, and especially Act No. 20
OF 1914 and the subscribers hereto, 70
er themselves and said corporation, an
a for its officers, directors and stOckhold
in ers hereby accept, part Of this charte
ce and as conditions OF this corporation
ok all the rights, powers, privileges an
n ipmunities granted to corporations an
T. granted to and conferred upon officer
diractors etOckhOlders of cOrDOra