The herald., 1922-08-03

United States or 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
and forty-seventh, before me, Henry
T. Dart. Jr., a Notary Public. duly
commissioned and qualified, in and for
this city and the parish OF Orleans.
of the witnesses hereinafter named and
undersigned, personally came and ap-
peared George A. Villere 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 a 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
Directors of said corporation, herein
after referred to.
The appearers, acting for and on be-
half of Cloverlands Dairy Company, a
Louisiana by act before Felix ]. Drey-
fous, Notary Public, on January %,
1907, duly recorded in the Mortgage
Office of the parish of Orleans, on
the 24th day of January, 1907, do de-
clare that at a meeting of the stock
holders of said corporation, duly called
and convened, held at the office of the
same In New Orleans on the 9th day
of July, 1922. the following resolution
was adopted. to-wit:
Resolved. That Messrs. George A.
Where, 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"
ferred to. the entire capital stock of
the corporation issued and outstanding
being present and represented. the fol-
lowing amendments to the charter of
SAID corporation were unanimously
adopted to-wit:
1st. ARTICLE 1. The name of the
corporation shall be Cloverland Dairy
Products Company, Inc.
End. There is added to Article III the
Following sentence. to-wit:
ARTICLE IL. 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.
3rd. Article w is amended so as to
incorporate therein the following pro-
ARTICLE ". The capital 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 it is authorized to declare a
stock dividend out of the surplus and
undivided profits of the corporation,
and to issue such portion of the in
creased capital stock in payment of
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 IL has
through the Board of Directors at book
value for the use and benefit of the
remaining stockholders, in proportion
to their holdings. Book value shall
undivided profits to capital stock at
par: deduct from this total any divi-
dend declared since the last trial bal
ance of the corporation and divide the
shares issued and outstanding. Notice
of offer to sell must be given in writ
ing and thirty days allowed to accept
or decline to purchase the same and
.i2) 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
shall not be applicable to w. r. Irby
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 after 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-
chase under this provision shall be
offered by preference to the officers
and heads of departments then in
office: reserving, however, out of the
same an allotment for the successor
of such employee or head of depart
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
book value to the other stockholders
in proportion to their holdings, or to
any of them, should all of said stock
for oatd ar kn A. a.,