The herald., 1922-04-20
CHARTER.

grow sugar cane, corn, rice, cotton and
other products suitable TO the soil of
Louisiana and to buy and sell sugar, mo-
lasSes, cotton, rice and other products so
grown and manufactured, and in general
to deal In such products either as the
grower or manufacturer thereof or as a
dealer therein in the open market.
Oh To own and operate stores. com
missarics, or do II general merchandising
| business; and said corporation is es-
pecially authorized TO conduct its said
/ business in the State OF Louisiana. or any
| other state, and open branch Offices at
| such place or places within or without the
| state may be desired or necessary;
! In fact. said corporation is authorized
/ to do any and all other acts and things
and To exercise any and all other powers
which any corporation or a natural person
! could do and exercise and which now or
! hereafter may be authorized by law.
ARTICLE Iv-The capital stock of this
! corporation is hereby fixed AT the sum Of
dollars (S375,0OO) divided into and
| represented by three thousand, seven
| hundred and fifty (3I5O) shares of the
par value of one hundred dollars (SlOO.OOJ
! each; the same to be issued in the man
uer and for the consideration prescribed
10y law. In accordance with Section of
/ Act No. 261 of 1914. of the laws of the
State of Louisiana. there Is attached here
TO, and made part of these articles OF
| incorporation. to be read in connection
herewith. an accurate detailed and item
| lied description of the property herein
| exchanged for shares of the stock of this
| corporation, accompanied by an affidavit
of tn" directors giving their appraisement
of said property.
| All the shares of stock shall he
full paid and worcestershire. The capital
stock of this corporation NAV be increased
To one million dollars $1,000. OOO0OD. by a
vote Of two-thirds e. - of all the capt.
tai stock of said company at meeting
of the stockholders convened for that pur
fRaE f1...r in fla nit nj tnp IL
in excess of limit herein designated ear
only be had upon vote of three-fOurth,
t3 n of the capital stock outstanding
voting for said increase, and by amend
meut OF these articles Of incorporation.
! ARTICLE N-NO transfer of stock o.
this corporation shall be binding upon the
company unless and until the transfer Il
actually made on the books of said cor
pOratiUn in the manner required by law
! Prior to any such transfer this corpora
, ton shall be authorized to deal only witt
the person in whose name the stock stands
} on the books of said company.
No stakeholder of this corporation shall
have the right to sell his said stock o
pledge - hypOthecate same without frs
having u"rred ii to the board OF direc
= ! tors of this corporation, and given sal,
board of directors five (5) days within
| which to purchase said stock at its mar
, ket value or to receive the same in pledg
, as may be desired by the holder.
ARTICLE VI--All the corporate power
of this corporation, except those hereil
conferred upon the president shall b
; vested in and exercised by board of di
rectOrs to be composed of not less thai
three 90 nor more than five 90 stock
holders.
The following named stockholders. witt
their addresses here given, shall consti
tute the first board of directors Edwar'
q. Swartz, 2236 Prytania Street. New or
leans Louisiana: Charles W. Ziegler. Jr
1872 State Street, New Orleans, Louis
lana ALBERT J. Derbes. 81 Morgan BOul'
Sard. New Orleans, Louisiana.
: The directors here named and the part
here nominated. constituted, and appoint
ed to fill the office as president of the cor
pOratiOn, shall serve in such capacitie
until the second Tuesday of June 1872
at which time and annually thereafter, o
the second Tuesday of June (unless this
! day be a legal holiday. and If so on tn
! first legal day fOllowing), new board {
d directors and n new president shall
| elected, and with the annual election
i said board. new officers shall be name
I by the board. The present board of d
rectOrs and officer Of president and a
subsequently elected boards and Officer
shall hold Office until their successor
shall have been elected and qualified.
= All stockholders meetings, includin
, the annual meeting for the election of o
- ficers and directors. shall be preceded I
written notice, either delivered persona
3 IL or deposited in the post Office proper
r addressed to each stakeholder at lea
h fifteen Q5) days before such meetin
u provided the STOCKHOLDERS always nave u
d ] right to waive said notice.
? The board of directors snail Oe co
8 vened on verbal or written notice, and al
y, director who may be prevented from q
/ tending any meeting Of said board m,
IS give his written proxy to any other mel
r, Der of said board. whether said meetiI
al be general or special.
., Three members Of the board shall co
- stitute a quorum, and all business tran
., acted at any meeting with a quorum
aholI ha Ind no
~ ton.
ID In the event Of a tie vote of the boa
10 Of directors, the president of this corpor
te ton shall have the right to cast the d
Id Gliding vote. and this whether he has pr
ne viously voted or not
Meetings may be held away from t
he domicile of the corporation, or, If desire
n out of the state, provided the writ
consent to do so is obtained from all me-
a. bers or from all stockholders.
-, ARTICLE VII-The officers Of this CO
it poration shall consist of a president,
It. vice president. and a secretary, and
% treasurer, provided the office of secreta
n and treasurer may be held by one and
10 same party.
Ill The office of president of the corpor
rs ton will be held and exercised by Edwa
ay G. Swartz until the annual election Of
a. ficers on the second Tuesday of Jul
II 1922.
V If any vacancy should occur in I
nj | board of directors of this corporate
iii the stockholders shall name or elect
n. successor until the next general electi'
CT The president of this corporation sh
he have the power and authority, withC
on the authorization of the board of dir
tors to purchase stock, bonds and oil
NJ property, real, personal or mixed. for s,
IT, corporation; to sell, mortgage, pledge,
% pothecate or otherwise dispose OF san
Cd to issue and execute all notes, drafts q
"a checks, and sign all contracts, and to "
all stock held by this comany in other G.
poratiOns at all stockholders meetings
70 The authority here conferred upon
no president, may, with the consent of
president and the authority OF the Dos
of directors, be vested In any other
est ficer or director of said corporation
err such time and under such circumstances
IN may be authorized by said board
OF concurred in by said president.
,er The presidents concurrence may
no shown either by his participating In
m board meeting or by his written conse
oh but no other person shall perform 81
- function without being authorized as p
Re vided for in this paragraph.
err The election of directors shall be
sue ballot or viva vOce, as the stockhold
IRE may agree upon, but in all events e:
ny stockholder shall be entitled to one VI
nd either in person or by written proxy.
her each share Of the capital stock held
lgs him.
of The names and postoffice addresses
aid the subscribers to these articles OF Inc
poration and the number of shares s.
e. scribed for by each, are as follows:
Is ward G. Swartz, New Orleans, louisa
lo- n.