The herald., 1922-04-13
CHARTER.

grow sugar cane. corn, rice, cotton and
other products suitable TO the soil OF
Louisiana and to buy and sell sugar, mo-
IasSeS, cotton, rice and other products so
grown and manufactured. and in general
to deal in such products either as the
grower or manufacturer thereof or as
dealer therein in the open market.
(h) To own and operate stores, COM
missaries, or do general merchandising
business; and said corporation Is es-
pecially authorized to conduct its said
business in the State of Louisiana, or any
other state, and open branch offices at
such place or places within or without the
state as may be desired or necessary;
In fact, said corporation is authorized
to do any and all other acts and things
and to exercise any and all other powers
which any corporation or natural person
could do and exercise and which now or
hereafter may be authorized by law.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
three hundred and seventy -hve thousand
dollars (S375,ooOl divided into and
represented by three thousand, seven
hundred and fifty (375O) shares of the
par value of one hundred dollars (SlOOOO)
each; the same to be issued in the man
ner and for the consideration prescribed
by law. In accordance with Section 3 of
Act No. 261 of 1914. of the laws OF the
State of Louisiana, there Is attached here
TO, and made part of these articles OF
Incorporation, to be read in connection
herewith. an accurate detailed and item
lied description of the property herein
exchanged for shares of the stock of this
corporation, accompanied by an affidavit
Of the directors giving their appraisement
of said property.
All the shares of stock shall be
full paid and worcestershire. The capital
stock of this corporation may be increased
to one million dollars $1,000. OO0.O0) by a
vote of two-thirds e. 81 of all the capt.
al Sfn Of SaiA nj i'm
of the stockholders convened for that pur-
pose. Any increase in the capital stock
in excess of limit herein designated can
only be had upon a vote of three-fourths
g - of the capital stock outstanding
voting for said increase. and by amend
ment OF these articles of incorporation.
ARTICLE V-NO transfer of stock Of
this corporation shall be binding upon the
company unless and until the transfer Is
actually made on the books of said cor
pOratiOn in the manner required by law
Prior TO any such transfer this corpora
ton shall be authorized to deal only with
the person in whose name the stock stands
on the books of said company.
No stakeholder of this corporation shall
have the right to sell his said stock or
pledge ~ hypOthecate same without first
having unered 1t to the board of direc-
tors of this corporation, and given said
board of directors five 90 days within
which to purchase said stock at its mar
ket value or to receive the same in pledge
as may De desired Dy the holder.
ARTICLE VIAL the corporate powers
of this corporation, except those herein
conferred upon the president, shall be
vested in and exercised by a board of di-
rectOrs to be composed of not less than
three 81 nor more than five 90 stock
holders.
The following named stockholders with
their addresses here given, shall consti-
tute the first board of directors: Edward
q. Swartz, 2236 Prytania Street. New Or
leans. Louisiana; Charles W. Ziegler, Jr..
1922 State Street. New Orleans, Louis
lana albert j. Derbes. 81 Morgan Boule-
Sard. New Orleans, Louisiana.
The directors here named and the party
here nominated, constituted. and appoint
ed to fill the office president of the cor
poration, shall serve in such capacities
until the second Tuesday of June, 1922,
at which time and annually thereafter on
the second Tuesday of June (unless that
day be legal holiday. and If so on the
first legal day f0llowing), a new board of
directors and a new president shall be
elected, and with the annual election of
said board, new officers shall be named
by the board. The present board OF di
rectors and officer of president and all
subsequently elected boards and officers
shall hold Office until their successors
shall have been elected and qualified.
All stockholders meetings, including
the annual meeting for the election of Of
ficers and directors, shall be preceded by
written notice. either delivered personal
addressed to each stakeholder at least
fifteen (15) days before such meeting,
provided the stockholders always have the
right to waive said notice.
The board of directors snail Oe con-
vened on verbal or written notice, and any
director who may be prevented from at
tending any meeting of said board may
give his written proxy to any other men,
Der of said board, whether said meeting
be general or special.
Three members of the board shall con-
stitute a quorum, and all business trans
acted at any meeting with a quorum of
three shall be binding upon the corpora
ton
of directors, the president of this corpora
ton shall have the right to cast the de-
Gliding vote, and this whether he has pre-
viously voted or not
Meetings may be held away from the
dOmicile of the corporation, or, If desired,
out of the state, provided the written
consent to do so is obtained from all men,
bers or from all stockholders.
ARTICLE VII-The officers of this cor
poration shall consist of a president,
vice-president and a secretary, and
treasurer, provided the office of secretary
and treasurer may be held by one and the
same party.
The office of president of the corpora
ton will be held and exercised by Edward
G.. Swartz until the annual election of Of
IlCers On tne second tuesday OF June,
1922.>
If any vacancy should occur in the
board of directors of this corporation,
the stockholders shall name or elect
successor until the next general election.
The president of this corporation shall
have the power and authority, without
the authorization of the board of direc-
tors, to purchase stock, bonds and other
property, real, personal or mixed. for said
corporation: to sell, mortgage, pledge, n.y.
pothecate or otherwise dispose Of same;
to issue and execute all notes, drafts and
checks, and sign all contracts, and to vote
all stock held by this comany in other cor
porations at all stockholders meetings.
The authority here conferred upon the
president, may, with the consent of the
president and the authority of the board
OF directors, be vested in any other Of
ficer or director of said corporation for
such time and under such circum stances as
may be authorized by said board and
concurred in by said president.
The presidents concurrence may be
shown either by his participating In the
board meeting or by his written consent,
but no other person shall perform such
function without being authorized as pro-
vided for in this paragraph.
The election of directors shall be by
ballot or viva vOce, as the stockholders
may agree upon, but in all events each
stakeholder shall be entitled to one vote
either in person or by written proxy. for
him.
The names and postoffice addresses of
the subscribers to these articles of incor-
poration, and the number of shares sub
scribed for by each, are as follows: Ed
ward u. Swartz, New Orleans, Louisiana,