The herald., 1922-12-07
CHARTER.

| dent and treasurer, OF, in he absence
of the latter, upon the secretary.
ARTICLE III-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 il are
declared TO be as follows:
To engage in and conduct a 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
I otherwise deal in groceries, fOodstuffs,
| raw and finished agricultural products,
| merchandise and manufactured articles
| of any nature whatsoever. To manu-
! facture, 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 $3.50. 900 .0O) dol
| lars. and shall be divided into and rep
resented by five hundred shares of the
common common STOCK OF the par value Of one
said stock shall be paid for in cash,
or 10y 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
ing concern and shall be authorized TO
commence business as soon as fifty
per cent 50E) of its 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 it's equivalent.
ARTICLE V-The capital stock of
this corporation may be increased to the
sum of one hundred thousand (s1OO.-
OeO.OO) dollars, by vote of two-thirds
of all the stock present or represented
at special meeting called for that
purpose, or at a regular annual meet
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 10 such regulations and formalities
as may be by the board of directors
from time TO time prescribed. No
or otherwise dispose of his stock with
out first offering the same in writing
TO the other stockholders. through the
board OF directors at a price not ex,
ceeding the book value thereof; and
said stockholders, in proportion to their
holdings, shall have an option and first
right to purchase. at the book value of
, such stock on December 31st, last pre-
cedng, all the shares of stock to be
thus disposed OF by sale or otherwise
of any of the stockholders. and shall
have 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
that no stakeholder shall sell or other
, wise transfer his stock in violation
hereof, and any such sale or transfer,
If made. shall be void, and this cOrpo-
ration shall be under no obligation to
iist said stock on its books or to regard
the holder of the certificate thereof.
| ARTICLE VTT--Thn
ers of this corporation shall be vested
in and exercised by a board of not less
than three nor more than six directors,
at the option of the stockholders, two
to constitute a quorum when there are
three directors: three to constitute a
quorum when there are more than three
and less than six directors; and four
to constitute a quorum, should there be
six directors-for the transaction of
business. Should any director be alb
sent, he may be represented by another
director, in accordance with the written
or telegraphic instructions given by
| the absent director.
The first board of directors of this
corporation shall be composed of the
Riess J. p. Marks; with the following
officers: Isidore Marks. president;
Frank r. Reise. vice-presidet and treas
urer: j. p Marks, secretary; and they
shall serve until the second Wednes-
day of January, 1924.
The directors shall be elected annu-
: ally. at meeting held on the second
. Wednesday of January, in each year.
2 after such date. Notice of said meet
I ing shall be given fifteen days prior
; to the date of said meeting. in writing
sent by mail to each stakeholder. at
his last known place of residence, The
board of directors may change the date
of said annual meeting to any other
date, by written notice to that effect,
sent at least fifteen days prior to the
date to which said annual meeting shall
} be changed directed by mail to each
stakeholder, at his last known place of
residence.
Each stakeholder shall at such an
nual meeting or other meeting. general
or special. be entitled. in person or by
proxy. written or telegraphic. to one
vote for each share of stock owned by
him. The election shall be held under
! such rules and regulations as may be
from time to time determined by the
board of directors.
The directors, when elected shall
hold office for one year. or until their
successors shall have been elected and
, qualified. and failure to hold the an
nual meeting of stockholders, or to
elect annually directors. shall not oper-
ate the forfeiture of this charter or
! any rights Hereunder.
Any vacancy occurring in the board
, of directors may be filled by the direc-
tors for the unexpired term.
ARTICLE VIII-This charter and act
2 OF incorporation may be changed, modi-
fled, altered or amended by and with
tne consent or tWO-thlrdS or all the
stock at a meeting general or special
held for that purpose; and such amend
npts may be material or immaterial.
subject only to limitation as may be
2 by law provided; and this corporation
shall have the right and power to in
= crease its capital stock as hereinbefore
e set out, and any increase of the capital
2 stock in excess of the amount named
r herein as the amount to which the capt.
, tai stock may be increased may be
made by three-fourths vote of all
outstanding stock.
ARTICLE IX-Notice of any and all
meetings referred to in this charter,
or required by law. shall be given In
the manner provided for giving notices
in the case of election of directors, or
by publication of such notice for fif-
= teen days previous to such meeting in
any daily newspaper in the City OF
New Orleans, unless the notice of such
meeting shall have been waived; the
( stockholders and directors having the
{ right by this charter to waive notice at
5 any time, and for any meeting.
ARTICLE KIN case of the dissolu-
ton. liquidation or termination Of this
3 charter, by limitation or otherwise the
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