The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-17

PANY, INC.
| United States of America, State of Louis
| lana, Parish of Orleans, City of New Or
leans, he 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, Charles
+. Fletchinger, a notary public, duly COM
misSiOned and qualified in and for the
Parish of Orleans, State of Louisiana,
therein residing, and in the presence of
the witnesses hereinafter named and un-
dcrsigned, personally came and appeared
the several persons whose names are here
unto subscribed. all being of the full age
Of majority, who severally 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 and
bind and obligate themselves, as well as
all such persons as may hereafter become
associated with them. to form and con-
stitute a corporation and body polite in
law for the purposes and objects and un-
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 in the City of New Orleans, Parish
of Orleans, State of Louisiana, and it
shall have and enjoy corporate existence
for period of ninety-n years from
the date hereof, unless sooner dissolved.
1t shall have power to contract, sue and
be sued; to make and use a corporate
seal, and the same to break or alter at
pleasure; to purchase, acquire, lease.
hold. mortgage. pledge, sell or transfer
under It's 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 it's
IN nfran narN
to enjoy all the rights, privileges and i'm
munities which are now conferred upon
or may hereafter be granted to corpora
lions of the same kind and character.
ARTICLE II-All citations and ether
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 IL are declared to be:
to conduct a general cotton business as
dealers. commission merchants, brokers
and exporters In cotton of all descriD>
tions. and other lawful merchandise; TO
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 at
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 sum
OF one hundred thousand $500 OOO) dol
lars. divided into and represented by one
thousand Q.OOO) shares of the par value
Of one hundred (s1O0) dollars each, all of
which shall be common stock The cor
poration shall have the privilege of in
creasing the amount of its capital stock to
two hundred Thousand (S2OO.OOO) dollars
Inc said amount of 100000 shall be fully
paid In cash at the time OF the organi-
snail be worcestershire. No transfer of
stock shall be binding upon the corpora
ton, unless recorded upon its books.
No share holder Of this corporation may
validity ALLEVIATE any of his stock in any
manner, unless he shall have previously
offered the same at its books value. ac.
cording to the last annual statement of
the corporation, to the other stockholders
thereof, in writing, through the secretary
treasurer Upon receipt of such offer. the
NEUTRALITY-SUSPICIOUS. shall promptly give
written notice to each stakeholder of the
corporation at his last known address
stating the number of shares so offered
and the price thereof Each stakeholder
receiving such notice shall have the priyi-
iege of bidding for all or any part of
such stock so offered for sale at its said
book value, by mailing or delivering 10
said secretary-treasurer a bid in writing
therefor, but failure to bid therefor with
in ten days from receipt of sucb notica
snail be equivalent to a refusal 70 mr.
chase. Should the number of shares hid
Tor by various stockholders exceed the
numoer OF shares offered for sale. the Of
fered shares shall be distributed among
the participating stockholders in propor-
uon to the number of shares then held nv
them respectively.
Each share of stock shall entitle the
owner thereof to cast one vote. in person
or oy proxy at all stockholders meetings.
The parties hereto declare that they
ha
OF the capital stock Of this corporation set
opposite their respective names So that
this act Of incorporation shall serve as an
orlginaI subscription. but prior to the
opening OF the books of the corporation
ana the liking Of book value on the
stock, any of the said stock so originally
subscribed for may be transferred with
out restriction.
ARTICLE V-The business and affairs
or this corporation shall be managed and
conducted by a board of not less than
three nor more than five directors, as de-
Iernlned by the stockholders at the an
huai meeting. All directors shall be |
stocknoiders. The majority Of directors
ing In person or by proxy shall consti- |
Iute quorum, and a majority vote of |
nose present in person or by proxy shall
1eclde all questions voted upon. Said d. |
rectors shall he elected annually from
among the stockholders on the second
Monday of August of each wear. unless
ne same shall be a legal holiday. when
ne election shall be held on the next L. |
gal day thereafter. beginning on tho /
second Monday of August, 1923. and after
fifteen days prior written notice having
Deen mailed to each stakeholder of record |
% his last known address. The voting
mail he by ballot. and each stakeholder
snail be entitled to cast one vote for
ZACH share held by him which has been
Standing In his name on the books of the |
corporation for at least ten DAYS prior
o the date of the election. A majority
u the entire stock issued and outstand |
ng voted at such election shall elect. I'm
nediately after the election of said hoard
II directors and the adjournment of The
stockholders meeting the newly elected
BOARD of directors shall elect from among
heir number the officers Of this corpora
lon, who shalls be a president. a vice
PRESIDENT and secretary treasurer.
The failure to elect directors or officers
Is herein provided for shall not result in |
ne dissolution of the corporation. but the
hen board of directors and officers shall
lold their respective offices until their
successors are duly elected and qualified.
Special meetings Of the shareholders
nay be held when ordered by the board
II directors and must be held upon the
eduest or not less than twenty-fv per
emit or the outstanding stock after fifteen
avs written notice to each stakeholder,
ng. Any vacancy occurring on any hoard
4 directors shall be filled by the remain
ne members of said board for the unex-
ired term, at meeting called for thatI
urpose aften ten days prior written no.
ice. the director mr. diractorc co aIa,ta5 |