The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
THE HERALD, ALGIERs, LOUISIANA
CHARTER.

A Majority of the board of directors shall
| constitute quorum. The board of di-
| rectOrs shall be elected annually at the
stockholders meeting to be held annually
| at the office of the corporation on the
| first Tuesday in November of each year
| tor on the next legal day, if that be n
holiday after notice given to each stock
| holder by mail at least fifteen I'D days
| before the date of the meeting, addressed
to the last known address OF the stock
| holder. Special meetings of the stock
| holders may be called by the board at
any time and notice thereof shall be given
in the manner provided for annual meet
| ingS; provided that in all cases all no
! tees may be waived by unanimous con
sent Eeach stakeholder shall be entitled
to one vote for each share of stock stand
ing i'll the holders name on the books OF
| the corporation, said vote to be cast in
person or by proxy, and a majority of the
votes east shall elect. Failure to elect
directors on the day above specified shall
not dissolve the corporation but the dlrec-
| tors then i'll office shall remain in office
until their successors are elected and in
stalled. The board of directors shall have
power to I'LL all vacancies which may Oc-
eur or i'll any manner arise or be created
on the board, even though no quorum re
milan at the time such vacancies are 10 be
hled. The board shall elect from their
number president. The board shall also
elect a secretary and treasurer, and either
of said officers may occupy one or more
of the Offices herein provided and SAID Of
ncerS or any OF them need not be mem
beers of the board, and the board Is eN-
presSly authorized from time TO time 10
dispense with any OF said officers anu
or combine and or separate 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 business
and the president shall fix the salaries OF
the officers, agents and employees. At
any meeting of the board of directors,
any director absent from the meeting may
be represented by any other director who
may east the vote of the absent director
according to written instructions, either
general or special, of said absent direc-
tor The board of directors shall have
authority to make and establish, as well
as alter and amend, all bylaws, rules
and regulations necessary and proper Tor
the support and management Of the buSI-
ness and affairs of this corporation and
not inconsistent with this charter; ana
they shall have power to authorize the
borrowing of money and the issuance of
notes anu the execution of pledges ana
mortgages, and generally TO do all thlnSs
necessary or convenient Tor the proper
carrying on of the business of the cOrpOa-
ton.
Until the general meeting of the stock
holders for election of directors to be held
on the first Tuesday in November, 1913, or
until their duly qualified successors are
elected and installed. the board of direc-
tors shall be composed of the following:
Marvin Sylvester Chipley, Greenwood, ).
e.: Lula Felker Chipley, Greenwood, >. G.
and John Irving Chipley, Greenwood, ).
{. The first president of this corporation
il hereby declared to be: Marvin SyIves-
ter Chipley. who shall also be the treas
urcr of said corporation; Jonathan W.
Chipley is declared to be the first secre-
tary of said corporation, and the said Of
ficers shall hold their respective Offices
until the first Tuesday in November, 1928
or at the will of the board of directors in
conformity with the provisions above
stated.
ARTICLE VII-This act of incorpOra
ton may be changed, modified or amend
ed, or the corporation dissolved by vote
of two-thirds of the entire capital stock
at general meeting of the stockholders
for such purpose, after previous
notice shall have been given in the manner
above provided to be given of the annual
meeting of the corporation.
ARTICLE VIII-If this corporation
shall be dissolved, either by limitation or
from any other cause, its Affairs snail be
liquidated by the then existing board of
directors. Said HquidatOrs shall remain |
in Office until the affairs OF the corpora
ton shall have been fully settled and
liquidated, and they shall have full
power aud authority to transfer and give |
title TO all the property and assets of the |
corporation and to distribute the proceeds. |
In case of death, disability or resignation |
of one liquidator, the survivor or survi- |
vOrs liquidating, shall proceed with the |
INCUBATION 10 termination.
ARTICLE IX-No stakeholder shall !
ever be held liable or responsible for the I
or faults of said corporation |
in any turtle sum than the unpaid bal |
lnCe due on the shaes of stock owned by 1
lim, nor shall any mere infOrmality in or
his charter null or of exposing any stock
holder to any liability beyond the unpaid
balance due on his stock.
In order that this charter may serve as
he original subscription list, the sub
'cribers hectic have indicated opposite
hei respective signatures the number of
shares of stock subscribed for by each of
hem and their address.
The subscriptions to the capital stock
Of this corporation shall be paid for In
ash or its equivalent at the time of sub
cription or may e paid for in conformity
With the laws Of Louisiana, under such
Jules may be adopted by the board of
directors ut their first meeting.
Thus done and passed at my notarial
'ffice in the City of New Orleans State of
louisiana, on the day, month and year
irst hereinabove written, in the presence
If ar. Theodore Roehl and Mr.........
Competent witnesses, who have here
INTO subscribed their names together with
ne, notary, and the said appearers, after
lue reading Of the whole.
ORIGINAL SIGNED)
NJ S. Chipley, Greenwood, S. c.. -
brentwood, 5. c., by NJ. S. Chipley. Pres.
9S shares, $69s0O.00; Lula +. Chipley,
brentwood, s. c., by NJ. S. Chipley, Agt..
3 shares, S25O0.OO; John Irving Chipley.
Greenwood, 5. c., by NJ. $. Chipley, ]
hare, $4,000; ID. Il. ii. Chaffe, New Or
cans, La, l share, $4,000.
Witnesses: Theodore Roehl -
(SeaD W. MORGAN GURLEY,
Notary Public.
j, the undersigned Recorder of Mort
ages, In and for the Parish of Orleans
,tate of Louisiana, do hereby certify that
he above and foregoing Act of Incorpora-
ion of the Chipley Cotton Company Inc,
vas this day duly recorded in my Office,
n Book 1868. folio %.
New Orleans, La. Aug. 18th, 1922.
(Signed) ROBT. SCOTT.
Deputy Recorder.
L certify the above and foregoing to be
true and correct copy of the original act
4 incorporation of the Chipley Cotton
'ompany, Inc, together with the certif-
ate Of the Recorder of Mortgages thereto
fice
(SeaD w. MORGAN GURLEY
Notary Public.