The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-27
CHARTER.

| refuse to transfer any stock so long as the
shareholder demanding the transfer is IN
any way indebted to the corporation, and /
| 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, and should the |
corporation itself be unwilling or unable
to purchase any of the same out Of the I
surplus earnings within ten days from
the receipt at the corpOratlOns Office OF
the written offer to sell, then, and then ]
I only shall the stakeholder desiring TO sell
1 be entitled to transfer such undeSired pOr- /
| ton of the stock to such person or per !
| sons, and at such price as he or she may /
| see ft. Notice of the provisions of this |
! article shall be printed upon each certifi |
cate of stock issued by the corporation
and shall be binding upon every person
now, or hereafter becoming, a stock
/ holder in this corporation, all of whom
| agree to the provisions hereof and take
| such stock subject thereto; and all pledges.
| hypOtheCatiOnS or other membranes OF
| said stock, or dealings with regard there
| to. shall be subject TO the provisions here
of.
ARTICLE VI-AH the powers of this
CORPORATION shall be vested in board com
posed of not less than three nor not more
than five directors. The precise number
| of directors within said limits shall be
liked by the stockholders at the annual
meeting. or at special meeting called
for that purpose provided that III the IN
terval between OckholdeTS' 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 Il 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 Tor on the next legal day if that be
a holiday after notice given 10 each
stakeholder by mail at least fifteen days
h.fnFa Ha nf
. | 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 CT the stockholders may
be called by the board at any time and
notice thereof shall be given in the man
ner provided for annual meetings; pro-
vided that in all cases 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
vote to be cast in person or by proxy and a
ma jority of the votes cast shall elect.
Failure to elect directors on the day above
!, specified shall not dissolve the corpora
( ton but the directors then in Office snail
e remain in office until their successors are
r elected. The board Of directors shall have
g power to fil all vacancies which may oc-
cur or in any manner arise or be created
= on the board, even though no quorum re-
main at the time such vacancies are to be
q filled. The board shall elect from their
T. number president and one or more vice
= secretary and a treasurer, either of whom
S may be the same individual as the presi-
= dent or yice-president or need not be
v members of the board or stockholders
= and the board is expressly authorized
= from time to time to dispense with any OF
said officers and Tor combine and /or sepa-
s rate any Of them, ana /or elect any other
n such officers as the board may think
Il proper or convenient to the carrying on
n of the cOmpanys business and TO provide
q that said officers need not be members
| l. laIl md h.
e board shall fix the salaries of the ohi'
!. GERS, agents and employees. st any meet
Q ing of the board of directors, any direc'
O tor absent from the meeting may De re
| presented by any other director who may
% cast the vote of the absent director ac
: cording TO the written instructions. eithel
y general or special of said absent director
q The board of directors shall have author
Is ity to make and establish, as well as altel
% and amend, all bylaws. rules and regula
o tons necessary and proper for the sup
, port and management of the business anC
Ie affairs of this corporation and not incon
n siStent with this charter; and they shat
~ have power to authorize the borrowing o
l. money and the issuance of notes and tn
5 execution of pledges and mortgages. anC
d generally to do all things necessary o
a convenient for the proper carrying on o
At the business of the corporation
A. Until a general meeting of the stock
IN holders for election of directors to be hell
" in 1923. or until their duly qualified sue
ID cessors are elected and installed, the boar,
IS of directors shaf be composed of the fol
ID lowing: John n. Stewart, $50 Union stree,
s. New Orleans. La; Andrew Stewart. 50
Union street. New Orleans, La; william
r p. Stewart. $50 Union street, New Orleans
s La. or the foregoing directors John \
or Stewart, shall be president; Andrew Stew
M art yice-president ard treasurer and VII
Is liam p. Stewart secretary.
ARTICLE VII-This act Of incorporation
os may be changed, modified or amended, o
al the corporation dissolved by vote 0
IfrdS Of he
=. | present or represented at a general meet
70 ing Of the stockholders convened for sue
n purpose after previous notice shall hav
- been given in the manner above provide
= to be given of the annual meeting OF III
40 corporation.
K ARTICLE Wilt this corporation sha
N. he dissolved. either by limitation or froI
nd any other cause, its affairs shall be lou
tn dated by three commissioners to be az
to pointed at the meeting of stockholder
Is convened for the purpose Of liquidation
RI and to be elected by the vote of all tn
r. stockholders voting upon parity. Sal
IT. liquidators shall remain in office unit
r. the affairs of the corporation shall hay
H. been fully settled and liquidated. and the
in shall have full power and authority
vn and assets Of the corporation and to dl'
tai tribute the proceeds. In case OF dealt
ty disability or resignation of one liquids
x tor, the vacancy shall be nlled by the SUI
or yiyor.
KS. ARTICLE IX-No stakeholder sha
m ever be held liable or responsible Tor u
le- contracts or faults of said corporation
~, any further sum than the unpaid balan'
m due on the shares of stock owned by hlf
ar- nor shall any mere infOrmality in organ
Zation have the effect of rendering tn
ed charter null or of exposing any stocl
by holder to any liability beyond the unpa
o. balance due on his stock.
Mt In order that this charter may serve
ne the original subscription list. the SUI
hrs scribers hereto have indicated opposi
ay their respective signatures the number
)O) shares of stock subscribed for by each
them.
all The subscriptions to the capital stot
ess OF this corporation have been paid by q
its transfer and conveyance to the corpor
yht ton of the assets and liabilities of SteN
her art Bros Cotton Company and Stewa
It'll Bros & Company, of the City OF New u
ten leans as the same are shown In Diet;
the upon the books of said firms, which boo
ELF, are incorporated herein by reference. Sa
the assets have been appraised by the dire
sed tors of Stewart Bros. Cotton Co.. Inc,
lue having a net value in excess or all nabl
the ties assumed of more than one mill
en- 1000. OOOO0) dollars
1er Thus done ana passed at my notar
zen office in the City of New Orleans. Sta
ION of Louisiana, on the day, month and We
req first hereinabove written. in the presen
ess of W w McWhan and H. j. Dutel, col
i i9 petent witnesses. who have hereunto su
ION scribed their names together with n
I've notary and the said appearers, after
~, une reading of the whole.