The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-03

tneTeuHtO dpptuutus Va hNSNAN
In faith whereof, 1 have hereunto set my
hand and official seal this 18th day OF
{ SeaD: W. Mel. FAYSSOUX,
Notary Public
July 2O-August "a.
CHARTER OF II. Ii. LAwLER 4 COM
PANY, INC.
| United States of America. State of Louis
lana, Parish of Orleans, City of New Or
leans, Be il known, That on this 18th 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 nun
| dred and fOrty-sixth, before me, Cnarles
+. Fletchinger, a notary pubic, duly COM
missiOned and qualified in and for the
| Parish of Orleans, State of LouisiaRa
| therein residing, and in the presence OF
the witnesses hereinafter named and un-
dersigned, personally came and appeared
the several persons whose names are here
unto subscribed, all being OF the full age
! of majority, who seyerally declared that
availing themselves of the provisions of
the laws of the State of Louisiana re-
lating to the organization of corporations
they have contracted and agreed and do
by these presents contract and agree ana
bind and obligate themselves, as well as
all such persons as may hereafter become
associated with them, to form and con-
stitute corporation and body polite IN
der the stipulations, articles and condi-
tons following, to-wit:
ARTICLE THE name of this corpora
ton shall be II. II. Lawler & Company,
Inc, and its domicile is hereby estab-
lished i'm the City of New Orleans, Parish
of Orleans, State Of Louisiana. and IL
shall have and enjoy corporate existence
for period of ninety-nine years from
the date hereof. unless sooner dissolved.
1t shall have power to contract, sue and
be sued; to make and use corporate
seal, and the same to break or alter at
pleasure; to purchase, acquire, lease,
hold. mortgage. pledge, sell or transfer
under Its corporate name all property of
evey kind. real or personal; to make and
endorse bills Of exchange and promissOry
notes and to issue bonds, to make all
! necessary rules and regulations for its
corporate management and control, and
to enjoy all the rights, privileges and i'm
munities which are now conferred upon
or may hereafter be granted to corpora
tions of the same kind and character.
ARTICLE Hal citations and other
= legal process shall be served upon the
president, or in his absence or inability
to act, upon the vice-president.
ARTICLE III-The objects and pur-
poses for which this corporation is or
, ganiZed and the nature of the business TO
be carried on by it are declared to be
. to conduct general cotton business as
dealers. commission merchants, brokers
and exporters in cotton of all descriD,
tions. and other lawful merchandise; 10
enter into all contracts, agreements or
engagements or incur any obligations con-
nected with or appertaining to said bust
: ness; to establish branches or agencies al
: any place or places and to carry on any
part of its business and exercise any part
, of its powers in other states and in for
. eign countries.
! ARTICLE Iv-The capital stock of this
; corporation is hereby fixed at the sun
. of one hundred thousand (s1OOOOO) dol
lars, divided into and represented by one
, thousand Q.OOO) shares of the par value
of one hundred (S1OO) dollars each. all OF
4 which shall be common stock. The cor
pOratiOn shall have the privilege of in
creasing the amount of its capital stock tc
two hundred Thousand tS200OO0) dollars
The said amount of 100000 shall be fully
paid in cash at the time of the organi
, ZatiOn of this corporation and said stool
shall he worcestershire. No transfer o.
J stock shall be binding upon the corpora
y ton. unless recorded upon its books.
!. No share holder Of this corporation may
v validity ALLEVIATE any of his stock in an,
. manner, unless he shall have previousl,
. offered the same at its books value ac
n cording to the last annual statement O
a the corporation, to the other stakeholder,
II thereof. in writing. through the secretary
v treasurer. Upon receipt Of such offer. tn
: secretary-treasurer shall promptly give
v written notice to each stakeholder Of tn
L corporation at his last known address
stating the number Of shares so offere'
q and the price thereof. Each stockholde
: receiving such notice shall have the privi
% lege of bidding for all or any part O
n such stock so offered for sale at its sal,
= book value. by mailing or delivering t
,. said secretary-treasurer a bid in writin,
!, therefor but failure to bid therefor with
: in ten days from receipt of such motto
shall be equivalent to n refusal to pur
"a chase. Should the number of shares hi,
4 for by various stockholders exceed tn
= number of shares offered for sale. the of
N fered shares shall be distributed anon
u" the participating stockholders in proper
d ton to the number Of shahes then held b.
y them respectively.
It Each share of stock E all entitle tn
v owner thereof to cast onef vote in perso
l. or by proxy at all stockholders meetings
he The parties hereto declare that the
y have subscribed for the number Of share
d of the capital stock Of this corporation Sc
K opposite their respective names, So tina
L this act Of incorporation shall serve as a
Is original subscription, but prior to tn
) opening Of the books of the corporation
e and the fixing Of book value on tn
stock, any of the said stock so originate
subscribed for may be transferred with
J. out restriction.
q ARTICLE y-The business and affair
a Of this corporation shall be managed an,
q conducted by a board of not less tha
q three nor more than five directors, as de
Is termined by the stockholders, at the an
O nual meeting. All directors shall b
stockholders. The majority Of director
- of this corporation present at any meet
u ing in person or by proxy shall consti
= tute quorum, and a majority vote o
y those present in person or by proxy shall
= decide all questions voted upon. Said di
!, rectors shall be elected annually fron
y among the stockholders on the secon
= Monday Of August of each year, unles
= the same shall be a legal holiday, whel
! the election shall be held on the next lie
gal day thereafter, beginning on tn
q second Monday of August, 1923, and afte
v fifteen days prior written notice havin
n been mailed to each stakeholder of recor,
to his last known address. The votin,
shall be by ballot. and each stockholde
Z shall be entitled to cast one vote 70
u each share held by him which has bee
: standing in his name on the books of tn
e corporation for at least ten DAYS prio
), to the date of the election. A majorit,
u OF the entire stock issued and outstand
i ing voted at such election shall elect I'm
mediately after the election of said boar,
e Of directors and the adjournment of tn
IT stockholders meeting the newly electe,
! board of directors shall elect from anon,
= their number the officers of this corpora
u ton. who shall be a. president a vice
! president and a secretary treasurer.
: The failure to elect directors or officer
p as herein provided for shall not result ii
o the dissolution of the corporation but tn
n then board of directors and officers shal
4 hold their respective offices until thei
f successors are duly elected and qualified
d Special meetings Of the shareholder