The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-10
o Western Newspaper Union

The appearerS, acting for and on b
! half of CloVerlandS Dairy Company,
corporation created under the laws of
Louisiana by act before Felix ]. Drey-
fOus, Notary Public, on January %.
1907. duly recorded in the Mortgage
Office of the parish of Orleans, on
The Path day of January, 1907, do de
clare that at a meeting of the STOCK
hOders of said corporation, duly called
and convened. held at the office of the
| same in New Orleans on the 9th day
| Of July, 1922, the following resolution
vas adopted, to-wit:
| "Eesolved That Messrs. George A
Nillere, president and George W. Gum.
secretary. of Cloverlands Dairy Com
| for the purpose of causing to be made
! and executed all such lawful acts and
| deeds as may be necessary to carry out
| and complete the amendments to the
charter of said corporation. adopted at
meeting of the stockholders thereof,
| held this day"
| That at the meeting hereinabove re-
ferred to, the entire capital stock of
| the corporation issued and outstanding
| being present and represented. the fol-
lowing amendments to the charter OF
said corporation were unanimously
1st. ARTICLE I. The name of the
| corporation shall be Cloverland Dairy
Products Company. Inc.
End. There is added to Article ii the
( following sentence, to-wit:
| ARTICLE IL. This corporation shall
| nave the right TO own, possess, buy
| and sell real and personal property OF
every nature and kind, and wherever
| situated; to lend money on security:
| to buy, own, hold and possess bonds,
! stocks and securities of other corpora
tons; and to sell and ALLEVIATE the same
at will.
Bird. Article w is amended so as to
incorporate therein the following pro-
ARTICLE ". The capital stock OF
the corporation is increased from One
Hundred and Fifty Thousand Dollars
to Five Hundred and Fifty Thousand
Dollars and the Board of Directors
may and IT is authorized to declare
stock dividend out of the surplus and
undivided profits of the corporation,
and to issue such portion of the in
creased capital stock in payment of
said stock dividend in such amount as
in the judgment of the Board of Dlrec-
tors may be warranted in the premises,
and this corporation shall have the
right to increase said capital stock to
One Million Dollars.
All stock now or hereafter held in
this corporation shall be so held under
the irrevocable contract and agree
| "a No stock shall ever be sold.
transferred or assigned until it has
through the Board of Directors at book
value for the use and benefit of the
remaining stockholders, in proportion
to their holdings Book value shall
be established by adding surplus and
undivided profits to capital stock at
par: deduct from this total any divi-
ance of the corporation and divide the
remainder by the total number of
shares issued and outstanding. Notice
ing o and thirty days allowed If to accept Sf
or decline to purchase the same and
pay therefor.
ployees of the corporation shall be
subject to call for purchase at book
value aforesaid. whenever such officer
or employee ceases to be in the SER
or otherwise; provided that this clause
shall not be applicable to w. r. Irby
or to any stock owned by him, nor
. shall 1t be applicable to any stock
. employees. The right to call said stock
for purchase shall be exercised by the
Board Of Directors within ninety days
after the termination Of the employ
ment. or after notice of death is re-
, ceived by the company from the rep
resentatiye of the decedent, and said
that period. Any stock called for pur-
chase under this provision shall be
offered by preference to the officers
and heads of departments then in
office; reserving. however out Of the
same an allotment for the successor
? of such employee or head Of depart
. ment,. which allotment shall be deter
mined by the Board of Directors. Stock
not taken and paid for by the persons
above mentioned shall be sold at said
book value to the other stockholders
in proportion to their holdings. or tC
, any of them. should all of said stock.
, ment for said stock shall be made ir
{ holders not participate therein: Pay
cash within thirty days from the date
of the call aforesaid.
CD Should any of the stock of this
: corporation be owned by Mr.. W. r
. Irby at the time of his death. the
right TO buy the same is hereby giver
: to those surviving stockholders who
are at that time officers or heads Of
departments in this corporation. and
who have been continuously employed
, therein for at least five years proceed
. exercised by any of such persons should
= all not avail themselves of the priv
ilege The price of such purchase shall
be determined by the executor of thu
said Irby. and the same may be pai'
in cash or within such delays and oil
{ such terms and conditions as may b.
l versal legatee of said Irby: provide,
= that this right shall lapse unless
notice of intention to exercise tn
same shall be given the estate ate within THU
\ sumInated within one year after SAT-
> a. Certificates of stock to have ii
particular article of the charter
4th Article is amended so as t
incorporate and substitute therein tn
following provisions, to-wit:
ARTICLE V. The date OF the an
d nual meetings OF this corporation shal
\. be January % of each year. in lie
OF January IS, as heretofore provided
In addition to the officers present.
provided for, there shall be an add
tional officer to be known as Chairma
o of the Board, and the Board of Direc
y tors shall have the power to establis
and create other officers of the cor
i poration. There shall not be given an
notice by publication, as heretofor
provided: but in lieu of such motto
and of the provisions regarding notic'
N any and all notices to be given unde
the charter or under the law shall b
Z delivered in person or sent by regis
"a tered mail not less than five days be
fore any such meeting, and any meet
ing may be adjourned to a subsequen
date and the same held on the at
. journed date without further notic'
Voting at all meetings shall be viv
voce instead Of by ballot unless
vote by ballot is required by the stool
Of holders attending such meeting.
)f All restrictions on the power or tn
IN Board of Directors to borroy none
III and mortgage the property Of the con
he pany are eliminated and removed an
o. all the corporate powers of the corpo
ID alton shall be vested in the said Boar
I'd of Directors, to be exercised by
" without reservation or restriction wha
ly soever The Board Of Directors ma
Or sell the corporation, consolidate
IS, merge IL with any other corporatio
ce and Ior sell and transfer the corpora
i'd property in whole or in part to ne
p Corporation created for that purpos