The herald., 1922-08-03
CHARTER.

ways maintain its capital unimpaired.
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 OF unable
to purchase any of the same out of the
surplus earnings, within ten days from
the receipt at the corporations Office of
the written offer to sell, then, and then
only, shall the stakeholder desiring TO sell
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 tit. Notice of the provisions of this
article shall he printed upon each certifi-
cate of stock issued by the corporation
and shall be binding upon every person
now. or hereafter becoming. 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 Vial the powers of this
corporation shall be vested in q board COM
posed of not less than three nor not more
than five directors. The precise number
of directors within said limits shall be
nNed by the stockholders at the annual
meeting. or at special meeting called
for that purpose, provided that in the in
terval between stockholders meetings the
board itself may elect additional direc-
tors within the maximum limit above
provided, If the stockholders shall not
have elected the same. A majority of the
board shall constitute quorum. Said
board of directors shall be elected an
nually at the stockhOl ders' meeting to be
held annually at the Office of the corpora
III
year Tor on the next legal day if that be
a holiday after notice given to each
stakeholder by mail at least fifteen days
before the date of the meeting. addressed
to the last designated address of the stock
holder, or IL he has designated no address,
to the General Delivery at New Orleans.
Special meetings Sf 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 be
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
majority 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 shall
remain in office until their successors are
elected. The board Of directors shall have
power to fill all vacancies which may oc-
eur 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
filled. The board shall elect from their
number a president and one or more vice
presidents. The board shall also elect a
secretary and a treasurer. either of whom
may be the same individual as the presi
dent or yice-president or need not be
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-
rate any Of them, and /or elect any other
such officers as the board may think
proper or convenient to the carrying on
of the cOmpany's business. and to provide
that said officers need not be members
Of the board or stockholders; and the
board shall fix the salaries of the Off
| GERS, agents and employees. st any meet
! ing of the board of directors, any direc-
| tor absent from the meeting may be re-
presented by any other director who may
cast the vote of the absent director ac-
| cording to the written instructions, either
general or special. of said absent director.
/ The board of directors shall have author
| ity to make and establish, as well as alter
and amend, all bylaws. rules and regula-
| tiOns necessary and proper for the sup
port and management of the business and
| affairs of this corporation and not incon-
sistent with this charter; and they shall
, have power to authorize the borrowing of
money and the issuance of notes and the
execution of pledges and mortgages, and
generally to do all things necessary or
| the business of the corporation.
Until a general meeting of the stock
| holders for election of directors to be held
in 1923. or until their duly qualified sue
cessors are elected and installed. the board
| of directors shall be composed of the fol
| lowing: John n. Stewart. S36 Union street.
| New Orleans, La; Andrew Stewart. S36
Union street. New Orleans, La; William
La. OF the foregoing directors John n.
Stewart, shall be president; Andrew Stew
art, vice president and treasurer and Will
liam p. Stewart, secretary.
ARTICLE vII-This act of incorporation
may be changed, modified or amended. or
| the corporation dissolved by vote of
| o-thirds of the entire capital stock
| present or represented at a general meet
ing of the stockholders convened 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 Wilt this corporation shall
| be dissolved, either by Limitation or from
any other cause, its affairs shall be hQui-
dated by three commissioners to be APP
pointed at the meeting Of stockholders
convened for the purpose Of liquidation,
and to be elected by the vote Of all the
liquidators shall remain in office until
the affairs of the corporation shall have
been fully settled and liquidated. and they
shall have full power and authority to
transfer ana give title TO Ill pEOpcIty
and assets Of the corporation and to dis
tribute the proceeds. In case Of death
disability or resignation of one liquida-
tor. the vacancy shall be filled by the sur
vivor.
ARTICLE IX-No stakeholder shall
ever be held liable or responsible for the
contracts or faults Of said corporation In
any further sum than the unpaid balance
due on the shares of stock owned by him
nor shall any mere informality in organi
zation have the effect of rendering this
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
the original subscription list, the sub
scribers hereto have indicated opposite
their respective signatures the number Of
shares of stock subscribed for by each o.
them.
The subscriptions to the capital stool
Of this corporation have been paid by th'
! transfer and conveyance to the corpora
ton of the assets and liabilities Of Stew
art Bros. Cotton Company and Stewar
Bros. & Company, Of the City OF New or
leans, as the same are shown In detail
upon the books of said firms, which book
. are incorporated herein by reference. Sait
: assets have been appraised by the direc
tors of Stewart Bros. Cotton Co.. Inc. a
: having a net value in excess Of all liabili
: ties assumed of more than one million
OO.OOOOO) dollars
Thus done ana passed at my notaria
, office in the City Of New Orleans. Stat
|, of Louisiana, on the day, month and yea
, first hereinabove written. In the presenc
: of W. W. Mcwhan and Fl. J. Dutel. com
, petent witnesses, who have hereunto sub