The herald., 1922-09-07
AMENDMENTS TO CHARTER
CLOVERLANDS DAIRY CO.

AMENDMENTS TO CHARTER
CLovERLANDS DAIRY co.
| United States OF America State OF
Louisiana, Parish of Orleans, CITY of
New orleans. BE it known that on
this twenty-Seventh day of the month
of July in the year of our Lord. one
thousand nine hundred and twenty-five
and of the independence of the United
states of America, the one hundred
ana forty-Seyenth, before me, Henry
/. Dart. Jrp Notary Public duly
commissioned and qualified in and for
TINS city and the parish OF Orleans.
lkerelh residing and in the presence
or the witnesses hereinafter named and
undersigned personally came and APP
peared George A Where and George
W. Gum, who declared that they are
respectively the president and SeCre-
tary of Cloverlands Dairy Company,
and that they appear before me.
Notary, in their capacity as com
| mittee for the purpose of putting in
authentic shape certain changes alter
atoms and amendments to the charter
OF said company, under the authorize
ton of the resolution of the Board of
after referred to.
The appearers, acting for and on b
half OF Cloverlands Dairy Company, a
corporation created under the laws of
| Louisiana by act before Felix ]. Drey-
fOuS, Notary Public, on January %
1907. duly recorded in the Mortgage
OFFICE of the parish of Orleans. on
| we -fln udy OF January, 1907, do de
?lare that at meeting of the stock
| DolderS of said corporation. duly called
and convened, held at the office of the
| same in New Orleans on the eth dag
| ~as adopted, to-wit:
Resolved, That Nessrs George a
Nillere. president. and George W. Gum.
| secretary. of CloverlandS Dairy Com
pany, are hereby appointed a committee
for the purpose of causing to be made
and executed all such lawful acts and
deeds as may be necessary to carry out
and complete the amendments to the
| charter of said corporation. adopted at
held this day"
That at the meeting hereinabove re-
| ferred to, the entire capital stock of
the corporation issued and outstanding
being present and represented. the fol
lowing amendments TO the charter of
| adopted, to-wit:
1st. ARTICLE I. The name Of the
corporation shall be Cloverland Dairy
| Products Company. Inc.
| 2nd. There is added to Article II the
| following sentence. to-wit:
ARTICLE II. This corporation shall
have the right to own, possess, buy
and sell real and personal property of
every nature and kind. and wherever
| situated; to lend money on security;
| to buy, own, hold and possess bonds,
stocks and securities of other corpora
tons, and to sell and ALLEVIATE the same
at will.
Bird. Article w is amended so as to
incorporate therein the following pro-
ARTICLE ". The caprrar stock of
the corporation is increased from One
| Hundred and Fifty Thousand Dollars
to Five Hundred and Fifty Thousand
Dollars. and the Board of Directors
may and il is authorized to declare 4
| stock dividend out of the surplus and
undivided profits of the corporation,
and to issue such portion of the in
| creased canital
said stock dividend in such amount as
in the judgment of the Board of DIrec-
tors may be warranted in the premises,
and this corporation shall have the
| right to increase said capital stock TO
One Million Dollars.
| All stock now or hereafter held in
this corporation shall be so held under
the irrevocable contract and agree
ment, that:
% No stock shall ever be sold
transferred or assigned until it has
through the Board of Directors at book
value for the use and benefit of the
remaining stockholders, in proportion
be established by adding surplus and
undivided profits TO capital stock al
par: deduct from this total any divi-
dend declared since the last trial bal
ance of the corporation and divide the
remainder by the total number OF
shares issued and outstanding. Notice
of offer to sell must be given in writ
l.
or decline to purchase the same and
pay therefor.
| (2) Stock held by officers and en-
ployees of the corporation shall be
subject to call for purchase at book
value aforesaid, whenever such officer
| or employee ceases to be in the SER
vice of the company by reason of death
or otherwise; provided that this clause
or to any stock owned by him, nor
shall it be applicable to any stock
pledged to him by. such officers and
employees. The right to call said stock
for purchase shall be exercised by the
| Board of Directors within ninety days
after the termination of the employ
ment or atter notice of death is re-
ceived by the company from the rep.
resentative of the decedent, and said
right shall lapse If not exercised within
that period. Any stock called for pur'
offered by preference to the officers
and heads of departments then in
office; reserving, however. out OF the
same an allotment for the successor
ment, which allotment shall be deter
mined by the Board of Directors. Stock
not taken and paid for by the persons
above mentioned shall be sold at said
in proportion to their holdings, or &c
any of them, should all of said stock
holders not participate therein. Pay
ment for said stock shall be made ir
cash within thirty days from the date
of the call aforesaid.
CD Should any OF the stock of this
corporation be owned by Mr.. w. +
Irby at the time of his death, tht
right to buy the same Is hereby giver
TO those surviving stockholders who
are at that time officers or heads OF
departments in this corporation, anC
who have been continuously employed
therein for at least five years proceed
ing such death. This right may bt
exercised by any OF such persons should
all not avail themselves of the priv
ilege. The price of such purchase shall
said Irby, and the same may be paid
in cash or within such delays and or
such terms and conditions as may b,
agreed upon with the executor or uni
versal legatee of said Irby; provided
that this right shall lapse unles:
notice of intention to exercise th'
same shall be given the estate within
ninety days. and the transaction con
summated within one year after sale
Irbys death.
ca Certificates of stock TO have IL
body or on face a reference to thi'
particular article of the charter.
4th Article V is amended so as tC
incorporate and substitute therein the
following provisions to-wit:
ARTICLE V. The date OF the an
nuai meetings Of this corporation shall
be January % of each year, in liet
of January Is, as heretofore provided
In addition to the officers presently
provided for, there shall be an add
tional officer to be known as CHAIRMAN
| of the Board, and the Board or Dlrec
tors shall have the power to ESTABLISH
and create other officers of the cor