The herald. [volume] (New Orleans, La.) 1905-1953, 1922-12-14
CHARTER.


ARTICLE nI-The objects and pur-
poses for which this corporation is or
ganized and created, and the nature of
| the business to be carried on by it are
declared to be as follows:
To engage in and conduct n general
merchandise, coffee. rice, sugar. pro-
duce, commission and exporting and i'm
porting business. To buy, sell, at re-
| tail or wholesale, export. import and
( otherwise deal in groceries, foodstuffs,
raw and finished agricultural products
| merchandise and manufa ctured articles
| of any nature whatsoever. To manu-
| tacture, store, refine, transport, and
! otherwise deal in agricultural pro-
| ducts. manufactured articles, or mer-
chandise of any nature whatsoever and,
generally, to do and perform all things
appertaining to and incident to the
| carrying out and proper execution of
the objects and purposes hereinabove
mentioned.
ARTICLE IV-The capital stock of
this corporation is hereby fixed at the
sum of fifty thousand ($50.OO OO) dol
lars and shall be divided into and rep
resented by five hundred shares of the
common stock of the par value of one
hundred dollars each.
Said stock shall be paid for i'm cash,
or by property, or services actually
rendered to the corporation, or other
equivalent of cash, as provided by law.
and in such manner and at such time
and in such instalments as may be pre-
scribed by the board of directors.
This corporation shall become a GO
! commence business as soon as fifty
per cent (5OPo) OF it's capital stock
shall have been subscribed. and fifty
! per cent of all stock subscribed for
shall in fact have been paid for, either
in cash or its equivalent.
ARTICLE V-The capital stock of
, this corporation may be increased TO the
, sum of one hundred thousand (s1OO.-
, OO) dollars, by vote of two-thirds
of all the stock present or represented
, at a special meeting called for that
-
ing of the corporation.
ARTICLE VI-The stock of this cor
; poration can be transferred only on
the books of the corporation, and sub
Ject to such regulations and formalities
as may be by the board of directors
q from time to time prescribed. No
: stakeholder shall be permitted to sell
or otherwise dispose of his stock with
. out first offering the same in writing
) to the other stockholders. through the
\ board of directors, at price not ex-
q ceeding the book value thereof: and
said stockholders, in proportion to their
holdings, shall have an option and first
D., right to purchase. at the book value of
9 such stock on December 31st, last pre-
: ceding, all the shares of stock to be
n thus disposed Of by sale or otherwise
: of any of the stockholders. and shall
v have a period of ten days in which to
accept or decline to purchase said stock.
! then such stakeholder is at liberty to
!, sell or dispose of the stock and may do
= so in any manner and at any price he
> may deem fit.
! Each share of stock is issued herein
!, upon the condition and understanding
4 | that no stakeholder shall sell or other
a rWise transfer his stock in violation
r hereof. and any such sale or transfer,
4 If made, shall be void, and this corpo-
3 ration shall be under no obligation to
r list said stock on its books or to regard
: the holder of the certificate thereof.
ARTICLE VII-The corporate pow
: ers of this corporation shall be vested
o in and exercised by a board of not less
a than three nor more than six directors,
g at the option of the stockholders. two
# to constitute quorum when there are
three directors: three to constitute a
, quorum when there are more than three
). and less than six directors; and four
n to constitute quorum, should there be
{, six directors-for the transaction of
I sent. he may be represented by another
g director, in accordance with the written
or Geographic instructions given by
r the absent director,
$. The first boardfo of directors of this
I corporation shall be composed of the
a following: Isidore Marks, Frank f..
W Riess. J. P. Marks; with the following
officers: Isidore Marks. president;
/; Frank E. Reiss, vice-presidet and treas
l. urer: ]. p. Marks. secretary; and they
4 shall serve until the second Wednes-
day of January, 1924.
r The directors shall be elected annu-
DR. ally. at meeting held on the second
d. Wednesday of January. in each year.
re after such date. Notice of said meet
RS to the date of said meeting, in writing.
e sent by mail to each stakeholder. at
IN his last known place of residence. The
IN board of directors may change the date
IN date. by written notice to that effect
On sent at least fifteen days prior to the
to be changed. directed by mail to each
stakeholder, at his last known place OF
Of residence.
ne Each stakeholder shall. at such an
;n nual meeting or other meeting. general
=, or special. be entitled, in person or by
"A proxy. written or telegraphic. to one
nj vote for each share of stock owned by
We him. The election shall be held under
OF such rules and regulations as may be
he from time to time determined by the
Nv board of directors.
he The directors. when elected, shall
m hold office for one year, or until theil
ali successors shall have been elected and
he qualified and failure to hold the an
in nual meeting of stockholders, or Il
al elect annually directors shall not oper
ed ate the forfeiture of this charter o.
ty any rights Hereunder.
n Any vacancy occurring in the boart
ng of directors may be filled by the direc
nd tors for the unexpired term.
ARTICLE vIII-This charter and ac
We of Incorporation may be changed. modi
10 fled. altered or amended by and witt
ite the consent of two-thirds of all tn
'eL stock at meeting general or specia
eh held for that purpose; and such amend
m0ts may be material or immaterial
ial subject only to Limitation as may b
ite by law provided: and this corporation
nd shall have the right and power to In
ne crease its capital stock as hereinbefor
lie set out, and any increase of the capita
I've stock in excess Of the amount name
her herein as the amount to which the CAPT
rs tai stock may be increased may b
=, made by a three-fourths vote of al
'd) outstanding stock.
ARTICLE IX-Notice Of any and al
. meetings referred to in this charter
or required by law. shall be given 4
the manner provided for giving notice
. In the case of election of directors. o
by publication of such notice for III
. teen days previous to such meeting 4
, any daily newspaper I'm the City G
=" New Orleans. unless the notice of sue
meeting shall have been waived: tn
of stockholders and directors having I'll
of right by this charter to waive notice a
his any time. and for any meeting.
in ARTICLE Kin case of the dssolu
nd, ton. liquidation or termination of thi
the charter. by limitation or otherwise. tn
of affairs of the corporation shall
ty- liquidated by one more liquidator
a elected by a two thirds vote of III
md stockholders who may provide I'll
ish number OF said liquidators and yes
the them with such power and authorit
ter as may be by law permitted, fixing Oh
lily terms and conditions upon which the
les shall serve. and their compensation