The herald., 1922-11-09
CHARTER.

corporation shall be Valley Refining Co.,
Inc, and under its said corporate name
it 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 OF
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 offlcers as
its business or convenience may require.
and to make and establish, as well as
alter and amend, from time to time, such
bylaws rules and regulations for the
proper government of the affairs of said
corporation as may be necessary and
| 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
ficcrs, upon the Secretary of said cor
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, ana,
in order to fully carry out said objects and
purposes, to purchase, lease, or otherwise
acquire, pipe lines, tramways, railroads,
boats, barges, tank cars, locomotives,
stations, steam plants, air plants
and all other machinery, apparatus and
necessary or incidental
thereto.
To build construct. lease, purchase or
otherwise acquire buildings, machinery
and other apparatus for refining, smelt-
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-products
OF said oils and to operate the said plant
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
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 a
corporation of this kind.
ARTICLE Iv-The capital stock Of this
corporation Is hereby fixed at the sum
of Forty Thousand Dollars Cs4O.OOO
divided into and represented by Four
Hundred (40O) shares of stock OF the
par value of One Hundred Dollars $lOOOo)
Caid q
at such time, in such amounts and after
such notices to the subscribers as may De
fixed by the board of directors and the
same may be issued at not less than par
for labor done or property actually re-
ceived by the corporation.
The amount to which the capital stock
of this corporation may be increased
shall be the sum of two hundred thous- |
and dollars (S200OOO).
This corporation shall become a going |
concern and shall be authorized 10 90
business as soon as one-half (3l or It's
capital stock shall have been subscribed
to.
ARTICLE v-An of the corporate pow
ers of this corporation shall be vested In
and exercised by board of directors.
of three (3) stockholders, two
on of whom shall constitute quorum
Said directors shall be elected annually on
the first Monday in January OF each year
except the first board of directors which
shall be elected at the first meeting OF
to be held on October 9Th,
1922 at 1000 a. m, at 1901 Hfbernia
Bank 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 be held by bal
lot and conducted at the office Of the cor
poration under the supervision of two ~
to be appointed by the
ing and of all other stockholders meet
Ings shall be given in the manner pre-
scribed by law, and when not so pre-
scribed, then written notice of such meet
lays prior to the date of such meeting. in
he post office of the City Of New Or
leans. postage prepaid, properly addressed
to 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
entitled to one vote for each share of
stock standing in his name on the books
Of the corporation, to be cast by him in |
person or by his written proxy, and
majority of the votes cast shall elect.
Any vacancy or vacancies occurring
among the directors by death, resigna-
ton or otherwise, shall be filled by cleo
ton for the unexpired term by the re-
naming directors.
The failure to elect directors on the day |
above specified shall not dissolve the cor
pOration, nor impair its corporate ex-
istence 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, |
at its first meeting after election, elect |
from Its own number a president, vice.
president and a secretary and a treasurer |
or 1t may elect one ~ 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 |
that the person elected to president of |
this corporation may perform the func-
tons Of both president and treasurer. The
onice OF yice-president may be also COM
bined with the office Of secretary SO that
the person elected vice-president NAV ner.
form the duties Of both vice. president and
secretary. The board Of directors may
also elect one ~ or more assistant sec
retaries neither of whom need be members
or the board or stockholders in this corpo-
ration. The board of directors shall have
power and authority to name and appoint
all such other officers, agents and EN-
pioyees as may be deemed necessary for
the purposes and business of this corpc-
ration. Said board shall have power and
authority to fix the compensation and
define the duties of every officer and en-
ployee, and all officers and employees
shall hold office and employment at the
pleasure Of said board.
Said board may make and establish. as
well as alter and amend, any and all by
lws, rules and regulations necessary and
proper In It's judgment for the conduct.
support and management of the business