The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-20
CHARTER.

refuse to transfer any stock so long as the
shareholder demanding the transfer is IN /
any way indebted to the corporation. ana !
the corporation shall have lien, pledS" |
and privilege on each share of stock To /
secure any Indebtedness due by the share |
holder TO the corporation. Should any Of I
the stock offered for sale be not desired I
by the other stockholders, and should the I
corporation itself be unwilling or unable F..
TO purchase any of the same out of the
surplus earnings, within ten days from
tn. receipt at the corporations office OF I
! the written offer to sell, then. and then !
/ only shall the stakeholder desiring To sell
I tie entitled to transfer such undesIrcd pUr-
tion Of the stock TO such person or pr /
! sons and at such price as he or she may
see nit. Notice of the provisions of tins
article shall be printed upon each c"rtiti-
cat" of stock issued 10y the corporation
and shall be binding upon every person
/ now. or hereafter becoming. stock
/ holder in this corporation, all of whom
! agree To the provisions hereof and take
! such stock subject thereto; and all pledges.
! hyputh,catiuuS or other membranes of
/ said stock, or dealings with regard there
/ 20. shall be subject to tn" provisions here
ARTICLE VI-An the powers of this
CORPORATION shall bc 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 b"
| INpi 10y the stockholders at the annual
meeting. or at special meeting called
for that purpose. provided that IN the IN
/ terNal between stockholders meetings the
/ board itself may elect additional dlreC-
tors within the maximum limit above
provided. if the stockholders snail not
have elected the same. y majority of the
board shall constitute quorum. Said
board of directors shall bc elected AN
nuully at the stockholders meeting to be
held annually a. the office of the corpora
ton on the third Tuesday in June of each
year tor on the next legal day If that he
a holiday after notice given TO each
stakeholder by mail ut least fifteen day
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 Sf the stockholders may
hr called by the board at any time and
notice thereof shall be given in the man
ner provided for annual meetings; pro
vidrd that in all cases all notice may be
waived 10y unanimous consent Each
shareholder shall be entitled to one vote
for each share of stock standing In his
{ name on the books of the corporation. said
vote to be cast in person or by proxy ana Il
| majority of the votes east shall elect.
Failure to elect directors on the day above
| specified shall not dissolve the corpora
tiOn but the directors then i'll Office shall
remain in office until their successors are
elected The board Of directors shall haN"
p power to fill all vacancies which may Oc-
p eur or in any manner arise or he created
on the board, even though no quorum re-
main at the time such vacancies are To he
70 filled The board shall elect from their
number president and one or more vice
% presidents The board shall also elect a
70 secretary and treasurer. either Of whom
may be the same individual as the prcsi-
o. dent or vice president or need not be
y members Of the board or stockholders
10 and the board is expressly authorized
10 from time 10 time to dispense with any OF
said officers and or combine and /Or sepa-
; rate any Of them ana jOr elect any other
n such officers as the board may think
I proper or convenient to the carrying on
n of the cOmpany's business. and to provide
A that said officers need not be members
r of the board or stockholders; aud the
Q board shall fix the salaries of the ON
:, | GERS, agents and employees. At any meet
. ing of the board Of directors, any direc-
o tor absent from the meeting may be re-
;. presented by any other director who may
"a east the vote of the absent director ac'
: cordiny TO the written instructions. either
= | general or special. of said absent director
O The board of directors shall have author
; ity to make and establish, as well as altel
@ and amend, all bylaws. rules and regula
n lions necessary and proper for the sup
; port and management of the business ant
10 affairs of this corporation and not lncon
II SiStent with this charter; and they shal
n have power to authorize the borrowing o.
l. money and the issuance of notes ana I'M
: execution of pledges and mortgages an'
d generally to do all things necessary O.
a convenient for the proper carrying on o
At the business of the corporation.
l. Until general meeting of the stock
N holders for election of directors to be hel'
y in 1928. or until their duly qualified sue
"a CpSSOrS are elected ana Installed the bodI'
Is of directors shall be composed of the fol
ID lowing: John y. Stewart. $40 Union street
$ New Orleans, La; Andrew stewart. %
Union street. New Orleans, La; william
p +. Stewart, $50 Union street. New Orleans
: La. OF the foregoing directors John
1r Stewart. shall be president; Andrew Stew
m art vice-president and treasurer and vii
is liam =. Stewart. secretary.
ARTICLE VII-This act of incorporation
~ may be changed modified or amended, o
a the corporation dissolved by a vote o
r two thirds of the entire capital stoc
p. present or represented at general meet
RI ing of the stockholders convened for sue
n purpose. after previous notice shall haN
x been given in the manner above provide
j. to be given of the annual meeting of til
10 corporation.
< ARTICLE Wilt this corporation shal
n. he dissolved. either by limitation or froI
I'd any other cause. its affairs shall be liqui
tn dated by three commissioners to be az
to pointed at the meeting of stOckholder
Is. convened for the purpose of liquidation
l. and to be elected by the vote of all IN
r stockholders voting upon parity. Sal
T. liquidatOrs shall remain in office unit
r the affairs of the corporation shall hav
II. been fully settled and liquidated. and the
in shall have full power and authority
v. transfer and give title to all the propert
IN and assets of the corporation and to dis
al tribute the proceeds. In case OF dealt
ty disability or resignation of one iquida
Y tor. the vacancy shall be filled by the SUI
or vivOr.
IS. ARTICLE IX-No stakeholder sha
n ever be held liable or responsible for IN
e. contracts or faults of said corporation j
Y, any further sum than the unpaid balanC
n due on the shares of stock owned by hin
r. nor shall any mere infOrmality in organ
ZatiOn have the effect of rendering TN
ed charter null or of exposing any stocl
by holder to any liability beyond the unpai
o. balance due on his stock.
It In order that this charter may serve 9
he the original subscription list, the sui
RS scribers hereto have indicated OppOsii
ay their respective signatures the number
O) shares of stock subscribed for by each
them.
all The subscriptions to the capital stoC
IS | of this corporation have been paid by II
its transfer and conveyance to the corpor;
Int ton of the assets and liabilities OF stew
er art Bros. Cotton Company and Stewa
til Bros & Company, of the City Of New y
en- leans as the same are shown in deta
he upon the books of said firms, which bool
If. are incorporated herein by reference. Sal
he assets have been appraised by the dire
ed tors of Stewart Bros. Cotton Co., Inc,
ue having a net value in excess OF all liaol
he ties assumed of more than one millit
n OO,OO000) dollars.
Iel Thus done ana passed at my notari
tn office in the City of New Orleans. sta
"a | of Louisiana, on the day, month ana We;
eu first hereinabove written. in the presen
,,ss of W. W. McWhan and III. j. Dutel. cor
loI petent witnesses. who have hereunto SUI
on scribed their names together with m
W notary and the said appearers, after al
ne reading Of tha whole