The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
AMENDMENTS TO CHARTER
CLovERLANDs DAIRY CO.

y ub. lv-Stpl. II
AMENDMENTS TO CHARTER
CLovERLANDS DAIRY CO.
United States or America, State OF
Louisiana, Parish of Orleans, City of
New Orleans. BE it known that on
this twenty-seventh day of the month
of July, in the year of our Lord, one
thousand nine hundred and twenty-five.
and Of the independence of the United
States of America, the one hundred
and fOrty-SeVenth. before me, Henry
l.. Dart Jr., a Notary Public. duly
commissioned and qualified, in and for
this city and the parish OF Orleans.
therein residing, and in the presence
of the witnesses hereinafter named and
Undersigned, personally came and APP
peared George A. Nillere and George
w. Gum. who declared that they are
respectively the president and secre-
tary of Cloverlands Dairy Company,
and that they appear before me.
Notary, in their capacity as a com
mittee for the purpose Of putting in
authentic shape certain changes, alter
ations and amendments to the charter
of said company, under the authorize
ton OF the resolution of the Board of
Directors of said corporation, herein
after referred to.
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
he gath day of January, 1907. do de
?lare that at meeting of the stock
holders of said corporation. duly called
ind convened, held at the office of the
same in New Orleans on the 27th dag
Of July. 1922, the following resolution
~as adopted, to-wit:
Resolved. That Nessrs George A
Villere, president. and George w. Gum.
secretary, of Cloverlands Dairy Com
pany. are hereby appointed committee
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-
said corporation were unanimously
adopted, to-wit
LIST. ARTICLE I. The name of the
corporation shall be Cloverland Dairy
Products Company. Inc.
2nd. There is added to Article II the
following sentence. to-wit:
ARTICLE II. This corporation shall
have 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
lions. and to sell and ALLEVIATE the same
at will.
Bird. Article w is amended so as to
incorporate therein the following pro-
visions, to-wit:
the corporation is increased from One
Hundred and Fifty Thousand Dollars
to Five Hundred and Fifty Thousand
Dollars, and the Board of Directors
mo No &c 20 n
stock dividend out of the surplus and
undivided profits of the corporation,
and 10 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 DIrec-
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
ment, that:
% No stock shall ever be sold.
transferred assigned until IT has
first been offered to the company
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-
dend declared since the last trial bal
ance of the corporation and divide the
remainder by the total number of
shares issued and outstanding. Notice
of offer to sell must be given in writ
or decline to purchase the same and
pay therefor.
(2) Stock held by officers and en-
| 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
vice of the company by reason of death
or otherwise; provided that this clause
| shall not be applicable to w. r. Irby
or to any stock owned by him, nor
shall II be applicable to any stock
pledged to him by such officers and
| 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.
resentative of the decedent. and said
| right shall lapse If not exercised within
| 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
ment. which allotment shall be deter
| mined by the Board of Directors. Stock
not taken and paid for by the person:
above mentioned shall be sold at said
|
in proportion to their holdings. or tC
any of them, should all of said stock
holders not participate therein. Pay
| ment for said stock shall be made IL
| cash within thirty days from the date
| of the call aforesaid.
CD Should any of the stock of thi:
| corporation be owned by Mr.. w. r
Irby at the time of his death, the
| right to buy the same is hereby giveT
to those surviving stockholders whC
are at that time officers or heads o.
departments in this corporation. anC
who have been continuously employed
therein for at least five years proceed
ing such death. This right may b'
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 palC
in cash or within such delays and OF
such terms and conditions as may b.
agreed upon with the executor or uni
versal legatee of said Irby; provided
that this right shall lapse, unles:
notice of intention to exercise tn