The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-06
CHARTER.

I
! and period OF ninety nine years from and
| after the date hereof, and shall have power
| and authority TO contract. sue and be
| sued to accept and receive mortgages,
! pledges or other hypOtheCatiOnS; TO make
| and use a corporate seal and the same to
break and alter at pleasure: to purchase.
receive. lease, hold or otherwise acquire
and convey, as well as mortgage and by
pOtheCate under its corporate name pro-
perty both real. personal and mixed; to
borrow money and make and issue bonds
and other evidences OF debt and to secure
| the same by mortgage and otherwise, to
subscribe to and hold stock in other cor
poratiOns; TO acquire. hold and reissue
| shares of its capital stock; to carry out
all of the objects and purposes hereinafter
set out; 10 name and appoint such man
ayers and directors. officers and agents,
as the interest and convenience of said
corporation may require; and to make and
establish. as well as alter and amend ut
pleasure such bylaws, rules and regula
! tons for the management and regulation
of the affairs Of the corporation as may
| be necessary. proper or convenient; and
| generally to do all such acts and things
| as trading corporations are authorized
to do under the laws of the State of Louis
| lana.
| ARTICLE 1.-THE dOmicile Of this cor
pOration shall be in the Parish of Orleans.
J State of Louisiana, and all citations or
| other legal process shall be served upon
| the president Of the company. or, in his
absence, upon the vice president.
! ARTICLE III-The objects and purposes
| for which this corporation is organized
| and the nature Of the business TO be car
| ried on by il are hereby declared to be:
| To purchase otherwise acquire. and to
| sell or otherwise ALLEVIATE or dispose OF
| and to mortgage. pledge. hypOtheCate. eN-
| port and deal in cotton and other agri-
| cultural products, spot and future: to do
! a general cotton merchandising and eX-
port business; 10 do general commission
factOrage, mercantile, warehouse and
/ manufacturing business in connection with
| cotton or any other staple product; to
| purchase. sell and deal in stocks, bonds.
| commercial paper. obligations and securi-
| ties Of other individuals, firms or cor
| pOratiOnS: to carry on a general invest
ment and underwriting business: to pur-
| chase. use, cultivate. hold, improve. sell.
| mortgage. pledge. or otherwise deal in
and dispose OF real Tor personal property.
plantations and /Or city and /Or town
! property: to exchange its entire capital
stock. or any part thereof. for property
| which il Is authorized to acquire: to eX
chnage its entire assets and business or
any part thereof. for property, stocks,
bonds, or other obligations of other com
panies. firms or individuals; and gene
| ally to do all acts and things necessary.
! convenient or appropriate to the accom-
pliShment of any Of said purposes or ger
name thereto.
| ARTICLE IV-The presently authorized
capital stock Of this corporation is hereby
| fixed at the sum of one million (Sl,OOO,
| MOOD dollars. divided into and represent
ed by ten thousand QO.O0r shares of the
| par value OF one hundred (SlO0.00D dollars
| per share The amount Of said stock may
be increased to five million $50 100000
| dollars.
! ARTICLE y-No transfer Of stock shall
| be binding upon the corporation unless
| and until made and recorded upon its
books. No stakeholder shall have a right
| to transfer or convey any Of his or her
| stock in the corporation unless and until
he or she shall have first made a written
Inff 3 ha hA1A % th.a
| corporation and to the corporation itself
to sell his or her stock to them at the
book value thereof. Book Value as used
| herein is hereby defined to mean the value
| ut which the assets and liabilities of the
| corporation have been in good faith en-
| tered upon its books. Such written offer
shall be addressed to the other then
/ stockholders. and to the corporation
itself collectively, and shall be delivered
| to the office of the corporation not less
than ten days prior to the application for
| transfer of the stock. The corporation
| shall transmit this offer to the respective
| then stockholders and the stock of the
! stockholders desiring to sell shall be dis
tributed pro rata among such of the
other stockholders as desire to purchase:
in the proportion in which the holdings Of
the stockholders DESTROYS of purchasing
bear to each other: and if the total which
such other stockholders desire to purchase
is less than the total offered for sale, then
after each of the other stockholders shall
have taken and paid for the amount of
stock which he or she desires to buy and
to which he or she is entitled, then the re-
mainder untaken shall be open for pur-
chase by the corporation itself: and I'M
less prohibited by law, the corporation
may itself use and apply its surplus earn
ings or accumulated profits to the pur-
chase from any stakeholder desiring to
sell of any portion Of that stOcholder 5
| stock which none of the other stock
holders may desire to acquire. at the book
value thereof: provided, that the corpora
n rs
the purchase of such stock but shall al
ways maintain its capital unimpaired.
The corporation. shall have the right to
refuse to transfer any stock so long the
shareholder demanding the transfer Is in
any way indebted to the corporation. and
the corporation shall have lien, pledge
and privilege on each share OF stock to
secure any indebtedness due by the share
holder to the corporation. Should any of
the stock offered for sale be not desired
by the other stockholders, and should the
corporation itself be unwilling or unable
to purchase any of the same out OF the
surplus earnings, within ten days from
the receipt at the corporations office of
the written offer to SELL then, and then
| only, shall the stakeholder desiring to sell
| be entitled to transfer such undesired por-
ton of the stock to such person or per
sons, and at such price as he or she may
see fit. Notice of the provisions Of this
article shall be printed upon each certifi-
cate of stock issued by the corporation
and shall be binding upon every person
now. or hereafter becoming. a stock
holder in this corporation, all of whom
| agree to the provisions hereof and take
such stock subject thereto; and all pledges.
hypOthecatiOns or other membranes OF
said stock, or dealings with regard there
TO. shall be subject to the provisions here
of.
| ARTICLE VI-All the powers of this
corporation shall be vested in board COM
posed of not less than three nor not more
than five directors. The precise number
| of directors within said limits shall be
| liked by the stockholders at the annual
meeting, or at special meeting called
| for that purpose, provided that in the in
terval between stockholders meetings the
board itself may elect additional direc-
tors within the maximum limit above
provided, If the stockholders shall not
have elected the same. A majority of the
board shall constitute quorum. Said
board OF directors shall be elected an
nually at the stockholders meeting to be
held annually az the office of the corpora
ton on the third Tuesday In June of each
year Tor on the next legal day If that be
a holiday after notice given to each
| stakeholder by mail at least fifteen days
before the date of the meeting, addressed
| to the last designated address of the stock
holder, or If he has designated no address,
to the General Delivery at New Orleans.
Special meetings Of the stockholders may
| be called by the board at any time and
notice thereof shall be given in the man
ner provided for annual meetings.; pro-
vided that in all cases all notice may be
| waived by unanimous consent Each
| shareholder shall be entitled to one vote
for each share of stock standing in his