The herald., 1922-02-16
CHARTER.

missioned and qualined, in and tor this
! city and the Parish of Orleans, therein
residing, and in the presence OF the Wit
! nesses hereinafter named and under
/ signed, personally came and appeared
! the several persons whose names are
! hereuntO subscribed, who severally de
| clared that, availing themselves OF the
| provisions of the laws of this State rela
! tive to the formation of corporations
they have contracted and agreed and do
by these presents contract and agree and
bind themselves, as well as such other
persons as may become associated with
them, TO form themselves into and con
stitute corporation and body polite
in law, for the objects and purposes, and
under the conditions and stipulatiOns of
the articles following, to-wit:
ARTICLE l. The name and title Of
said corporation shall be QUIROGA y
CO., INC, and under its sand corporate
name ii shall have and enjoy succession
for the full term and period of ninety
nine years from and after the date here
of. and shall have power and authority
to contract, sue and be sued; to accept
and receive mortgages, pledges or other
hypOthecatiOns; to make and use a cor
pOrate seal, and the same to break and
alter ut pleasure; to purchase, receive,
lease, hold or otherwise acquire and con
yey, as well as mortgage and hypOtheCate,
under its corporate name property, both
real and personal or mixed; to name and
appoint such managers and directors.
officers and agents, and establish branch
offices at its dOmicile or elsewhere, as
the interest and convenience of said cor
pOratiOn may require; and to make and
establish, as well as alter and amend, at
pleasure, such bylaws, rules and regu
latiOns for the proper management and
regulation Of the affairs of said cOrpOr-
alton may be necessary.
ARTICLE III. The domcile of said
corporation shall be at New Orleans,
Parish of Orleans, State of Louisiana
and all citations or other legal process
shall be served upon the President of
said corporation; or, in case or his
absence, upon one of the Vice-Presidents:
or. in the absence of all of these officers,
upon the Secretary Of the corporation.
ARTICLE Ill. The objects and pur-
poses for which this corporation is organ
lied, and the nature of the business TO
be carried Oh by it, are declared to be: To
carry on and conduct the business of whole
sale merchants, dealers in eggs, poultry,
poultry and dairy products, and all other
products of every kind and character
or combinations thereof. and to do any
and all business incident thereto or con
nected Herewith, as well as genera.
commission business.
ARTICLE ". The capital stock is
hereby fixed at Two Hundred Thousand
Dollars $500, 100000, divided into two
thousand (2OOO) shares. of a par value
Of One Hundred Dollars each, whereof
fifty 900 per cent shall be subscribed
and paid for before the filing of these
articles Of incorporation. All stock sub
scribed for shall be paid for in cash or
property received-tifty 900 per cent be-
fore the corporation engages in business
and the remaining within twelve Cl2l
months, as determined by the Board OF
Directors.
Each share of stock shall be entitled to
one vote at all elections and meetings,
and entitled to the same rights and priv
ileges as any other such share.
The amount of the capital stock may
be increased mp to Five Hundred Thou
sand Dollars (S5O0,OOO.OO).
No stakeholder in this corporation
shall dispose of his holdings, or any part
thereof, without first offering the same
to the corporation at its book value; ana
the corporation shall have ten (1O) days
within which to accept or reject the said
offer. Upon the death of any Stockholder
his stock shall forthwith, at the option
of the corporation, be taken over by II
at book value. The surviving widow of
any stakeholder shall have the right 20
purchase this stock in preference to ans
and all heirs after the same has beeL
offered to and refused by the corporation
No stakeholder shall be held liable or
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
in organization have the
of exposing the stockholders 10 any liza
bility beyond the unpaid amount due on
ARTICLE V. All the corporate powers
of this corporation shall be vested in and
its affairs managed by a Board OF Direc-
tors consisting OF three members. two
of whom shall constitute a quorum LOT
the transaction of business. Any vacancy
or vacancies In the Board OF directors
shall be filled by the remaining directors.
Any member of the Board OF directors
may vote by written proxy. .
The corporation shall elect annually
from among its stockholders. on the hrst
Monday Of February of each year, De
ginning in the year 1923, Board %
Directors consisting of three members
as well as a President, Vice president.
a Secretary, and Treasurer, when last
two offices may be held by one person
The first Board of Directors shall consist
OF Aware Quiroga, Nicanor Quiroga and
Sem Goldman, of whom Aware Qulroea
shall be President; Nicanor Ouiroga, wee
President. and Sam Goldman, Secretary
Treasurer.
Failure to elect directors on the dav
above specified shall not dissolve the cor
poration, but the directors then In Once
shall remain in office until their success
ARTICLE vi. All notices OF stock
holders or Board of Directors meetings |
including the annual meeting herein pro
vided for, shall be held after twenty
been mailed by the Secretary to each |
at his last known place OF
residence. and at all stockholders meet,
ings a majority of the stock represented
by proxy or otherwise shall control
ARTICLE VII. The names and post
,ffice addresses of the Subscribers tc
these articles OF incorporation and the
statement of the number Of shares *
stock which each agrees to take in the
appears at the end OF these
articles. -
amended or the corporation may De Gis
solved and liquidated by a ntty-one cr'
per cent vote Of the capital stock appear
NO on the books of the company ana
IN case of liquidation, the Board OF Direc-
Iors then in office shall liquidate the
a. a.,
Thus done and passed at my ofhce In
Tho city Of New Orleans. on the day,
month and wear herein first above writ
ten in the presence Of August II. Ritter
md Miss Amelia Babin, competent VIII
nesses. who hereunto sign their names
With said appearers. and me, Notar!'
,fter due reading of the whole
Names. addresses and amount OF STUN
subscribed. by incorporators)
Witnesses:
A. H. RITTER,
a. DA I'M. oUINTERO.
Notary Public.
the undersigned Recorder Of mort
paoes In and for the Parish OF orleans:
40 hereby certify that the above ana
foregoing Act of Incorporation OF QUi-
ROGA & CO, INC, was this DAY Guy
recorded in my office in book 12o5, ioho