The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-27


lana, Parish of Orleans, City OF New Or
leans, BE it known, That on this 18th 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 hun
dred and fOrty-siXth, before me, Charles
+. Fletchinger, notary public, duly COM
missiOned and qualified in and for the
Parish of Orleans, State of Louisiana.
therein residing, and in the presence of
the witnesses hereinafter named and IN
derSigned. personally came and appeared
the several persons whose names are here
unto subscribed. all being of the full age
of majority, who severally declared that,
availing themselves of the provisions of
the laws of the State of Louisiana re-
lating to the organization of corporations,
they have contracted and agreed and do
by these presents contract and agree and
bind and Obligate themselves, as well as
all such persons as may hereafter become
associated with them. to form and con
stitute corporation and body polite in
law for the purposes and objects and I'M
der the stipulatiOns, articles and condi-
tons following, to-wit:
ARTICLE 1.-The name of this corpora
ton shall be II. III. Lawler & Company.
Inc. and its dOmicile is hereby estab-
lished in the City of New Orleans. Parish
of Orleans. State of Louisiana, and il
shall have and enjoy corporate existence
for period of ninety mine years from
the date hereof. unless sooner dissolved.
Ii shall have power to contract, sue and
be sued; to make and use a corporate
seal, and the same to break or alter at
pleasure; to purchase, acquire, lease.
hold, mortgage, pledge, sell or transfer
under its corporate name all property of
evey kind. real or personal; to make and
endorse bills of exchange and promissory
notes and to issue bonds, to make all
necessary rules and regulations for its
corporate management and control. and
TO enjoy all the rights, privileges and i'm
mi rafN fA- hNrh
or may hereafter be granted to corpora
tions Of the same kind and character.
ARTICLE l1-All citations and other
legal process shall be served upon the
president. IN his absence or inability
TO act. upon the yice-president.
ARTICLE III-The objects and puT-
poses for which this corporation is or
ganiZed and the nature of the business to
be carried on by it are declared TO be:
to conduct general cotton business as
dealers. commission merchants. brokers
and exporters in cotton of all descrip>
tons. and other lawful merchandise; to
enter into all contracts, agreements or
engagements or incur any obligations con-
nected with or appertaining to said bust
ness; to establish branches or agencies at
any place or places and to carry on any
part of its business and exercise any part
of its powers in other states and in for
eign countries.
ARTICLE Iv-The capital stock of this
corporation is hereby fixed at the sum
of one hundred thousand (Sl00,0O0) dol
lars. divided into and represented by one
thousand 0.0O0) shares of the par value
of one hundred (S100) dollars each, all Of
which shall be common stock. The cor
poratiOn shall have the privilege Of in
creasing the amount of its capital stock to
two hundred Thousand (S200.0O0) dollars.
The said amount of 100000 shall be fully
paid in cash at the time of the organi-
cation Of this corporation and said stock
shall be worcestershire. No transfer of
-Nga plr lAaII L.. l. Al
ton, unless recorded upon its books.
No share holder of this corporation may
validity ALLEVIATE any of his stock in any
manner. unless he shall have previously
offered the same at its books value. ac-
cording to the last annual statement of
the corporation, to the other stockholders
thereof. in writing. through the secretary
treasurer. Upon receipt of such offer the
secretary-treasurer shall promptly give
written notice to each stakeholder of the
corporation at his last known address
stating the number of shares so offered
and the price thereof. Each stakeholder
receiving such notice shall have the privi-
lege of bidding for all or any part of
such stock so offered for sale at its said
book value. by mailing or delivering to
said secretary-treasurer bid in writing
therefor, but failure to bid therefor with
in ten days from receipt of such notice
shall be equivalent to refusal to pur-
chase. Should the number of shares bid
for by various stockholders exceed the
number of shares offered for sale. the of
fered shares shall be distributed among
the participating stockholders in proper
ton to the number of shares then held by
them respectively.
Each share of stock shall entitle the
owner thereof to cast one vote in person
or by proxy at all stockholders meetings
The parties hereto declare that they
have subscribed for the number of shares
of the capital stock of this corporation set
opposite their respective names, SO that
this act OF incorporation shall serve as an
original subscription. but prior to the
opening of the books of the corporation
and the liking of a book value on the
stock, any of the said stock so originally
subscribed for may be transferred with
out restriction.
ARTICLE V-The business and affairs
OF this corporation shall be managed and
conducted by a board of not less than
three nor more than five directors. as de-
termined by the stockholders. at the an
nual meeting. All directors shall be
stockholders. The majority of directors
or this corporation present at any meet
ing In person or by proxy shall consti-
tute quorum. and majority vote of
those present in person or by proxy shall
decide all questions voted upon. Said d.
rectors shall be elected annually from
among the stockholders on the second
Monday of August of each year. unless
the same shall be a legal holiday. when
ne on the next lp-
gal day thereafter. beginning on the
second Monday of August. 1923. and after
iifteen days prior written notice having
been mailed to each stakeholder of record
to his last known address The voting
shall be by ballot, and each stakeholder
snail be entitled to cast one vote for
each share held by him which has been
standing in his name on the books of the
corporation for at least ten DAYS prior
TO the date of the election. A majority
or the entire stock issued and outstand-
ing voted at such election shall elect I'm
mediately after the election of said board
or directors and the adjournment of the
stockholders meeting the newly elected
board of directors shall elect from among
their number the officers of this CORPORA
ton, who shall be a president. a vice
president and a secretary treasurer.
The failure to elect directors or officers
as herein provided for shall not result in
the dissolution Of the corporation. but the
then board Of directors and officers shall
hold their respective offices until their
successors are duly elected and qualified.
Special meetings of the shareholders
may De held when ordered by the board
or directors and must be held upon the
request OF not less than twenty-five per
cent. or the outstanding stock after fifteen
DAYS written notice to each stakeholder,
stating the object or objects of said meet
ing. ANY vacancy occurring on any board
M directors shall be filled by the remain
ing members Of said board for the unex-
PRED term, at meeting called for that
purpose aften ten days prior written no.
tice. the director or directors so elected
to hold office until the next annual stock