The herald., 1922-04-27
CHARTER.

LER YOUNG. a Notary Public, in and
for the Parish Of Orleans, State of LOUIS
lana, duly commissioned and. qualihed'
and in the presence of the witnesses
hereinafter named and undersigned, per
Sonally came anu appeared the SeFrral
persons whose names are hercuntO sub
>cribcd, all above the full age of ma
jority, who severally declared thar.
awaiting themselves of the laws "i the
State Of Louisiana. particularly Act 70.
Of 1914. relative to the organization or
corporations, they do by these presents
agree and bind themselves, as well as
such other persons as may hereafter be
come associated with them, to form aud
constitute a corporation for the objects
and purposes and under the articles and
Stipulations following. to-wit:
ARTICLE !. The name, style and
It'll" Of this corporation shall be ESPE-
RAMA, INCORrOBATED. and under
that name il shall have and enjoy all
the rights, advantages and privileges
granted 10y law to corporations. aud
shall exist for the full term and period
of ninety nine years from this date. II
shall have power to contract. Suc and be
sued; 10 make and use a corporate seal,
and the same to alter and break at
pleasure; To hold, receive. lease. purchase,
sell and convey. as Well as mortgage,
hypothccatc and pledge property. real.
personal ana mixed, oorpor"al and in
corpOrcal: 10 name and appoint such
managers. directors, officers. agents and
other employees rs its interests and CON
Vcuicnce may require, and 90 make and
establish rs well aS alter and amend.
from time to time, such bylaws. rules
and regulations as may %" necessary
and cNpedicnt for the PROPER manage
mcnt and government of the affairs "
said corporation.
ARTICLE H. The domicile Of this
corporation is hereby fixed in the city
of New Orleans. state of Louisiana. ana
all citations or other legal process shall
Toe served upOn the President Of this
corporation: or. in his absence, upon its
Secretary-TreaSUrcr.
ARTICLE III. The objects and pur-
poses for which this corporation is eS-
tabliShcd and the nature Of the business
to be carried on by il are hereby de-
clarcd to be: To carry on general
shipping business. including the recciv-
ing. handling, shipping and transporting
of goods wares. merchandise and all
classes Of freight. by water.
ARTICLE ". The capital stock Of
this corporation is hereby fixed mt the
sum Of Twenty-Five Thousand Dollars
(S2j 100000. to h" divided into and rep
resented by Two Hundred and Fifty
(2JOD Shares in the sum Of one Hun
drcd Dollars (S1O0O0 each; said stock
shall only bc issued for cash or in pay
mcnt Of property actually received or
purchased by said corporation. The can
ital stock of this corporation may he
INC reused 10 lit sum 81 'If NlilAfl i''A-
lars Isl coo OO000
ARTICLE V. MI the corporate powers
of this corporation shall he exercised
by a Board of Directors. consisting of
three stockholders. a majority Of whom
shall constitute a quorum tot the trans
action of business. The directors may
vote i'm person or by written proxy in
/ favor Of another director. The Board
| of Directors shall elect annually from
among their number President ana
| Treasurer. and a Nice-Pre>id"ut and
! Secretary Treasurer. Any two offices
may be held by the same party.
/ The first Board of Directors shall con
| sist of three stockholders. and shall he
/ composed of W. G.. Smith. +. 7. Michel
| and +. W. Salmen. With the said w. q.
| Smith as President and Treasurer. and
/ Homer Fritchie as Nice-Pre>ident and
/ Secretary Treasurer.
The poStofticp addresses of said direc-
| tors are rs follows: W. g. Smith. T.. p.
Michel +. W. Salmcn all Of New Or
| leans. La.
These directors shall serve until the
| third Tuesday in April 1928 or until
! their successors have been duly elected
and qualified The annual meeting of
| stockholders for the election of direc-
| tors shall he held on the third Tuesday
! in April of each year. unless said day
he a legal holiday, and then on the next
! bank day thereafter. Any vacancy oc-
curing among the directors by DEATH
resignation or otherwise shall be filled yb
election fo rthe uneNpired term by the re-
naming directors. Each subscriber hereto
sets after his name his poStofhce ad-
dress and a statement of the number of
shares of stock which he agrees to take
in the corporation. At all elections every
stakeholder shall he entitled to one vote
for each share of stock standing in his
name on the books of the corpOratin,
to he cast in person or by his written
proxy. \ majority of the votes cast shall
elect.
ARTICLE VI. In the event Of the
liquidation or dissolution Of this corpor-
alton. the stockholders shall elect three
liquidatOrs from among their number at
n meeting convened for that purpose,
after fifteen Q5) days written notice
sent to each stakeholder by mali to his
last known address; said liquidatOrs
shall have the authority to wind up the
business and affairs of this corporation.
In case of the death of liquidator, the
survivors shall appoint a stakeholder as
successor to him.
ARTICLE VII. This charter may be
modified. changed or altered, or said
corporation may be dissolved, with the
assent of stockholders owning twO-thtrds
of the entire capital stock at a general
meeting of the stockholders convened for
that purpose, after fifteen 40 days
written notice shall have been given to
each stakeholder. mailed to him at his
last known address.
ARTICLE VIII. No subscriber for
: stock shall ever be held liable for the
contracts faults or debts of said cor
! pOratiOn in any further sum than he
unpaid balance, if any, due the cOrpOr-
! | alton on the stock for which he has
subscribed; nor shall any stakeholder
ever be held liable for such contracts,
, faults or debts in any further sum than
the unpaid balance, if any, on the stock
! owned by him; nor shall any mere in
, formality in organization have the effect
: of rendering this charter null. or rem
, derirg any subscriber or stakeholder
. liable beyond the unpaid amount, if any,
, remaining due on his stock
No stakeholder in this corporation
4 can ever Seel the stock owned by him
in this corporation, or any part thereof,
without first Offering the same in writ
I ing to the other stockholders, through
l the Board of Directors, at its then book
value. who will have the first option "a
: purchase the same; and in the event OF
| the death of a stakeholder, the right is
: hereby reserved to the remaining stock
Q holders TO purchase said stock at its then
I book value.
. ARTICLE TX. This corporation IS
!. organized under the laws of the State
- of Louisiana, and especially Act No. 26I
of 1914. and the subscribers hereto, fol
r themselves and said corporation. and
: for its officers, directors and stOckhOld
n ers. hereby accept, as part of this charter
e | and as conditions of this corporation