The herald., 1922-10-19
CHARTER.

peared: The several persons whose names
are hereunto subscribed who to me sew
rally declared that, ayailing themselves
of the laws of the State OF Louisiana IN
such cases made and poyided and par
ticularly of the provisions or ACT 20 OF
the Acts of the General Assembly OF the
State Of Louisiana for the year IDA as
amended they have cOvenanted ana
agreed and do, by these presents, cove,
nant. agree and bind themselves, as Well
as all such persons as may herehIteI
join or become associated with them' 10
constitute and form corporation anu
body polite in law for the objects ana
purposes and under the articles and stlp-
ulations hereinafter set forth and ex-
| pressed which they hereby adopt as the
| charter of this corporation to-wlt:
ARTICLE THE name and style Of this
corporation shall be Valley Refining Co.,
Inc. and under its said corporate name
il shall have and enjoy corporate exist
| ence and succession for the full term
and period of ninety nine (99) years from
and after the date hereof; to contract, sue
and be sued; to make and use corporate
seal, and the same to alter and break at
| pleasure: to hold. receive, lease, purchase
and convey, as well as mortgage and
hypOthecate property, real, personal or
mixed. corporal and incOrpOreal; TO own
and hold stocks and bonds of other cor
pOratiOns; to name and appoint such man
ayers agents. directors and officers as
its business or convenience may require.
and to make and establish, as well as
III.
bylaws. rules and regulations for the
proper government Of the affairs of said
| corporation may be necessary ana
proper.
ARTICLE 1.-THE domicile of said cor
pOratiOn shall be in the City of New Or
leans. State of Louisiana, and all citation
and other legal process shall be served
upon the President of said corporation
or in his absence upon the Vice President
thereof, or in the absence of said Of
| ficers uDOn the Secretary of said
pOratiOn
ARTICLE III-The objects and pur-
poses for which this corporation is or
ganized and established and the nature
| of the business TO be carried on by II
are hereby declared to be:
To carry on the business of manufac
turing. refining and processing of min
eral. vegetable and animal oils and fats
| and their various by-products.
To engage in the transportation Of min
| eral. vegetables and animal oils and fats
and their various by-prOducts either pro-
| duced by this corporation or other persons
| or corporations. by means OF pipe lines,
| tramways railroads. boats. bargeS or
| other Conveyances or to lease or suitcase
all or any part thereof to other persons
| or corporations for the like purpose, and.
| in order to fully carry out said objects and
| purposes, to purchase. lease. or otherwise
acquire. pine lines tramways railroads,
boats. barges. tank ears, locomotives,
pumping stations, steam plants, air plants
and all other machinery, apparatus and
paraphernalia necessary or incidental
! thereto.
| To build construct. lease. purchase or
| otherwise acquire buildings. machinery
and other apparatus for refining, smeit-
| ing, manufacturing or otherwise WORKING
! up the products of mineral. vegetable and
animal oils and fats either produced by
| this corporation or other persons or cor
| poratiOns. and to refine. smelt, manufac-
| animal oils and fats and their by-prodncts
l a Ill, - 20 tha oatA MI
and market the products or by-prOducts
as manufactured to the best advantage.
To carry on such other business per-
| tanning to the manufacturing, refining and
processing Of mineral. vegetable and
| animal oils and fats ad thei by-poductS
| as may be found necessary or desirable
or such as is generally engaged in by
| corporation of this kind
| ARTICLE Iv-The capital stock of this
corporation Is hereby fixed at the sum
divided into and represented by -Four
Hundred (4OM shares of stock Of the
par value of One Hundred Dollars (slOOOO
each Said stock shall be paid for in cash
! at such time. in such amounts and after
| such notices to the subscribers as may he
| fixed by the board of directors and the
same may he issued ut not less than par
'or labor done or property actually re-
| Npived by the corporation.
The amount to which the capital stock
~ this corporation may be increased
| shall he the sum of two hundred thous-
and dollars (S2O0.OOOl.
This corporation shall become a going
concern and shall he authorized to do
| business soon as one-half (2D of ITS
capital stock shall have been subscribed
! to.
| ARTICLE V-All of the corporate pow
| nrs of this corporation shall be vested in
| md exercised by board of directors.
| composed of three (3) stockholders. two
| Of
| Said directors shall he elected annually on
| the first Monday in January of each year
| ut general meeting Of the stockholders.
| except the first aboard of directors which
| hall he elected at the first meeting of
tockholders to be held on October 9Th.
| W. at 1000 a. m, at 1SOl Hibernia
| tank Building, New Orleans. Louisiana,
who shall hold their offices until the first
| Monday in January. 1924. or until their
successors shall have been duly elected
and qualified.
All such elections shall he held by bal
lot and conducted at the office of the cor
| 7oration under the supervision of two (2)
commissioners to be appointed by the
! BOARD of directors. Notice Of such meet
| ing and of all other stockholders meet
ngs shall be given in the manner pre-
| Scribed by law, and when not so pre-
| Scrlbed, then written notice of such meet
| ing shall be deposited. at least fifteen (15)
| lays prior to the date OF such meeting. in
he post Office of the City of New Or
L
| 10 each stakeholder at his last known
residence or place of business.
At all such elections and at all corpo-
| rate meetings every stakeholder shall be
Untitled to one vote for each share Of
| stock standing in his name on the books
| II the corporation, to be cast by him in
| 1erson or by his written proxy, and a
majority Of the votes cast shall elect.
| Any vacancy or vacancies occurring
| among the directors by death, resigna-
| ion or otherwise. shall be filed by cleo
ION for the unexpired term by the re-
naming directors.
| The failure to elect directors on the day
| above specified shall not dissolve the cor
ooration. nor impair its corporate px-
| tstence or management, but the directors
| then In office shall remain in office until
| their successors are elected and qualified
| The board of directors shall annually
| " its first meeting after election, elect
| rom Its own number a president vice
| president and a secretary and a treasurer
or IT may elect one C) person who shall
| be both secretary and treasurer who need
not be member of the board of direc-
| tors. The Office of president may also be
| combined with the office of treasurer so
| mat the person elected to president of
| thls corporation may perform the func-
| lions or both president and treasurer The
| oHice OF vice-president may be also com
| bined with the Office of secretary, so that
| the person elected vice. president may per
| form the duties Of both vice president and
secretary. The board of directors NAV
| also elect one "a or more assistant sec
| retaries neither of whom need be members
OF tne board or stockholders in this corpo-