Newspaper Page Text
CHARTER OF L. Y. COHRE COMPAY., INCORPORATED. United States of America. State of Louis iana, Parish of Orleans, City of New Or leans. Be it known that on this 28th day of the month of June, in the year of Our Lord, One Thousand, Nine Hundred and Nineteen and of the Independence of the United States of America the One Hundred and Forty-third. Before me, Herman L. Barnest, a Notary Public, duly commise sioned and qualified, in and for the Parish of Orleans, State of Louisiana. therein re siding and in the presence of the witnesses hereinafter named and undersigned, person ally came and appeared the several persons whose names are hereunto subscribed, all of the full age of majority, who severally de clared to me, Notary, that availing themselves of the laws of the State of Louisiana. in such cases made and provsesd, and more par ticularly of Act 37 of the General Assembly of the State of Louisiana of 1914, relating to the creatin, orsgeaistion and formation of corporations, they have covenanted and agreed, and by these presents do covenant and agree sad bind bhemaslves, as well as all each other persons as may hereafter be come associated with them, to form a cor poration for the objects and purposes and under the articles and stipulations follow nlg, to-wit: ARTICLE I.-The name and title of this carpertion shall be, L M., Cohen Company, Incorporated, and under its corporate name it shall have power and authority to have sad to enjoy corporate existence for a period of ninety-nine years from date hereof un less sooner dissolved by liquidation or other wise; it shall have power to contract, to sue and to be sued, to make and use a corporate seal and to alter and break same at pleasure; to hold, release, receive, purchase, transfer, assign, convey, mortgage, hypothecate, pledge or otherwise receive or dispose of property, real, personal sd mixed, corporeal and incorporeal; to issue bonds and if de sired, to secure the same by mortgage; to buy and hold stock in other companies in eldent to the objects and purposes or to the expansion of the business interests of the corporation; to name, elect and appoint such managers, agents, directors, or of ficers as its business interests may re sqire and to make and establish, alter and emend, its by-laws, rules and regulations for its proper governamnt as may be deemed necessary and proper and generally to do any and ill things incident to or necessary and proper for the extension of the busi ness is which the corporation is engaged. PARTICLE 1I.-This corporation shell be domiciled in the City of New Orleans, in the State of Louisiana, and all citation or other legal process shall be served upon the President of the Corporation and in the event of his absence upon the Vice-President. ARTICLE III.-The objects and purposes for which this corporation is organised and reated and the nature of the business to be carried on by it are declared to be as fol lows: To engage in and carry on the gen oral business of importing and exporting goods, mrchaadiset raw products, live stock and is fact materials, objects and preperty of all characeer and description. To sego tiate, make, effect and execute, covenants, agreements eacntracts or obligations of all sorts and character for itself or for others covering or relating in any masser to the importing or exporting of goods sad prop erty of every description or character. To act as a freight forwarding agent and to carry a general ship brokerage business. To buy, sell, lease, charter, rent, hire, for it self or for others en commission or other wise sad to enter into and execute any cen seaot or agreesent whatsoever relating to vehicles of al sorts and character utilized in the trsaspsrtation of goods and pseperty of every description and character by water, land or sir. To engage generally in a manufacturing business of any nature what soever. To engage in foreign as well as d"mseie semmeree and is fact eo eary on eay the businesses aforesid in the United seU- or foseeign esnatrie. To edct ad carry a e other busi eos as may be faound necessary or conveit for peaperly effeatrsting the aoresaid per rsses or enhauein the value of the preler se, ights and prvileges of the corporato 'ARLCLEW IV.-Ths capital stoek of this asprstisa is hereby fined at the am f Sevs T1susaad VASiM ) Dollars and shall be divided Into and rgesseatod hby Seventy _hew of ! . value of One . ndred m* ) Dellies tash. Said stock shall be In1 fe Ia ceth or its eqivalent as pro vided by law sad eu m r a nrd at auth bd a as uch lasotllmets as may bI h the aed of Ditnsr. T1h1 mw iro shall hbemsm a osair as sd aa be authness esmmonse e when Thtrty lve `tndred Dollari M e of its epied sl eek shal bh boses rr& d tSe as pssvidsd by law, sad d 1ra Thumml €O s Olara n f ss e .ek stall is e mat have ben paid fie I k cach or I die sgavelsnt.e ~ ata ae a lammed to the - of Tlhae k--d Da ebts is a s4 rde ant ef all the stock present or epl ated t a edal meting called for tha purpose, or at a regular annual ameetlng ARTICL V.-,AII ertiflates of stock tsd t dof td crpoaton shall be signed y t Pl lesideat and o ~anrd See W ea end Taseser. Tb he of this lU ,a feeweitise so m ha by stseer fitromJ fs t he mtime beo w ie tbeas n. d tre s k-l Sdm tors atei aad e eg t 9* Pe ethe v ei the than d I k nmadie as *r.+ ..et· thn dao at ct Ia he or. Wt~- a b meh a ta sl kP MI s e Is vtaen ta ,. i.- s .. of . . t a .et am plie a hes p weof tOn, th I rd o Dim y rejane, W til tr m es 8 at a ee ai t nfour Janeues iar_ n e jeeb •ar the t he me to seth st eI. ~a~~uLyCor~~Ywlrd a.. .~Y'm~u J· weoU WI Orr~I CHARTER. Sby law shall be given is the mannr -re vided in giving notices in case of electi~a, unless the same shall have been waived. ARTICLE X.--In ease of the diseolution, liquidation or termination of this chrter by limitation or otherwise the affairs of this r corporation shall be liquidated by one or n more liquidators elected nu the tockholder who may provide the number of said liqui d dators and vest them, with such power and autlh.rity as may by law be permitted, and : fix the terms and conditions upon which y they shall serve, fix their esmpensation and provide that in case of disability of any one of said liquidatore, the remaining liquida - tors may fill the vacancy or continue to act on behalf of the corporation. f ARTICLE XI.--No stockholder of this cor poration shall be liable or responsible for s any costs, contracts, debts or faults of this s Company, or any of its officers, nor shall any mere informality in organisation have the effect of rendering this charter null and void, or of exposing a stockholder to any liability beyond the unpaid balance due on I the stock held by him. t ARTJCLE XII.-The subscribers hereto have written opposite their names the num ber of shares subscribed to by each of them and their post office addresses, so that this charter may serve as the subscription list of the corporation; all of which subscriptions are payable is the manner and form set out herein. Thus done and passed at my office In the City of New Orleans, Louisiana, oa the day. month and year herein first above written in the presence of Ralph J. Schwarz and Paul E. Chasez, competent witnesses, who have hereunto signed these presents with the said apparers and me, Notary, after due reading of the whole. Witnesses: Ralph J. Schwarz, Paul E. Chaser. (Original Signed) Names of subscribers omitted. (Seal) HERMAN L. BARNETT., Notary Public. I, the undersigned. Recoreer of Mortgages. in and for the Parish of Orleans, State of Louisiana, do hereby certify that the above and foregoing act of incorporation of the L M. Cohen Company, Incorporated, was this day duly recorded in my office in Book 1228, Folio 61. New Orleans, L=., June 30th, 1919. (Signed) EMdLE J. LEO)NARD, Dy. Recorder. State of Louisiana, Parish of Orleans. I hereby certify that the above and fore going and attached act of incorpora.tion of L. M. Cohen Company, Incorporated, as a true and correct copy of the original act of incorporation of said corporation, passed be fore me on the 28th, day of June, 1919, and on file in my office, at New Orleans, La. In witness whereof I haeve hereto set mny hand and affixed my seal, this 3rd day of July, 1919, at New Orleans, La. HERIMAN L BARNETT, Notary Public. July 10 17.24-31; Aug. 7-14. CHARTER 01P 3W ORLEA I TOWAGE " LIGO TNRAGI COMPATN, IIC. United States of America, State of Louis iana, Parish of Orleans, City of New Or leans. Be it knows, that ona this 30th day of the month of June, in the year of our Lord, One Thousand, Nine Hundred and Ninetees, before me, William J. Guste, a Notary Public, duly commlssioned and quali. fled, in and for the Parish of Orleans, State of Louisiana, and City of New Orleans, there in residing, and in the presence of the wit nesses hersiaoftar named and undeaigned, personally came and appeared, the several persons whose names are hereunto sub scribed, who severally declared that avail ing themselves of the laws of the State of Louisiana, in such cases made and provided, and more particularly of Act 267 of the Gen ers Assembly of the State of Louisiana of 1914, relating to the creation, organization, and formation of corporations, they have covenanted and agreed, and br these presents covenant and agree, and bind themselves, as well as all such other persons as may hereafter become associated with them, to form a corporation for the objects and pur poses, under the articles and stipulatoina fol lowing, to-wit: ARTICLE L-The name and style of this earporation shall be, New Orleans Towage SLighterage Company, Inc., and under its corporate name it shall have power and an thority to have and to enjoy corporate exist ncae for a period of nnasty-siae years from date hereof, unless sooner dissolved by li quidation or otherwise; it shall have power to contract, to ae and be ued, to make and use a opuorate sal, and to oiter and break same at pleasure to hld, seeive, lease, pur chase, transfer, assia, oenvey, metgage, by pathet pledge or otherwse receive o dispose of e rea. persalsnd miesd ý; " iasseooresl . inane bohds, desired seue same by mortgage, by pothestioa or pledge to boy and hed stok as other comp-ss incident to the objects and psopaoes or to the espeasii do the in terests of the compottion; to me and elect and a nt such managers, ageats, diseteors, a ars its bsiaoes ilatrosts may require, and to male and esablib, alter and mentd, its by-laws, roules ad regulatona for its proper government as may e deemed noeesry sad proper, and enerally to do any and all things incident to or noeesary ARUMCL3 t--Telpa setlea shl h domieihed at the City of e Oomuns, the State of Leulsiana, and all citati er ether lagl press shell be mrred es the Poei dent of the oepatlm. -nd in the event his abeeae a the Secsetary., as prvidad by law. ARECLI HIL-Ite objects and fr which this corporato Is eeoi asd and ereated and the nature of th b ine to be carried on by it, ae declared to be as folls: oleth as hne. vessels o all hin; to angagan tho eseal busines, o tind trmpetrtesa Ib and d elovement b wtr o all v e en all esnala, warear-e, loea sd other bdes of water, atral r ealed, or sheul oesasin sare o moe ae bnsplrt vesselsa I overland. To hba, sell. sepsi, uild. epera, sr tor and soots ,ess bests, Isunehes aad spe~ t all dIes a s eeIs tlo and me eu toolswt ad aLs p In siay ae, eras*geing. hr te ir s t enin . lus lilothl. bu the bueln of ovteoe bola . hinds; ad otrnll D o ca alytin roessing soiling, carbu nag. a To hold, plaa, , e his ship w-ra e--, w whe _l -p-hm ,w a wsls ebends ernd tee al - the bm eelg or otherwis or th ees aslay an a Ies beas maer eg, paldgt r an e do ot, o tes i. m]in ss o Mf o er erse eono peil oetod ste e r Tsseet of Ls s cbru rrS dabe dto eg s audt d tolwoa l ownetC~L ls o ehr ebllgetle in Ta surchase plats e sp rs mie, aose a.nd eteakl t ..l d e a m is ns at nd a ee ate es to thru t lbs nId Stote m d Ain an in t1 Triors wo, d In ·tl fre saro o tho ame du of a reent w4ni In ah man er at ethtie eson e T a Tem oad M se lla esi Yr-ii 3k C· CHARTER. option and first right to purbchase ll the shares of stock to be thus disposed of by sale, death, resignation or otherwise of any of the stockholders and shall have a period Sof ten days in which to accept or decline said offer. r Should the Board of Directors or the stock s holders decline to purchase said stock, then the stockholder or stockholders who made I the offer to sell or otherwise dispose of the I stock may do so in any manner and at any a price he or they may see fit, but each share I of stock is issued herein upon the condition and understanding that no stockholder shall make a sale or transfer of his stock in viola t tion thereof, and such sale or transfer if made shall be void, and this Company shall be under no obligation to list said stockAn its books or to regard the holder of the cer tificates thereof. ARTICLE VII.-The corporate powers of this corporation shall be vested in and ex e ercised by a Board of Directors composed of three stockholders, two of whom shall consti tute a quorum for the transaction of business, but said Board of Directors may be in creased to five by a majority vote of the outstanding stock at any annual meeting or at any special meeting of the stockhold r ers called for such purpose, and without the necessity of any further amendment or al teration of this charter. The Directors of r this corporation may vote in person or by t proxy at any meeting of the Board of Di rectors, and the Board of Directors may dele gate any of its powers to any officer or officers or other representative of the Com pany by appropriate resolution to that ef I fect. The first Board, of Directors of this corporation shall be composed of the fol lowing: Louis Wieland, William J. Brys son, Herman L. Barnett, who shall serve until the Second Tuesday in October, 1919, or until their successors are elected and quali fied. the Directors shall be elected annually by the stockholders at a meeting held on the second Tuesday of October, in each year after date hereof. Notice of said meetings shall be given fifteen days prior to the date of the meeting, in writing, sent to each stock holder at his last known place of residence, or by publication in a daily newspaper at New Orleans. at least once, ten days before said meeting. The Board of Directors may change the date of said annual meeting to any other date in October, by written no tice to that effect sent at least 15 days be fore the date to which the said annual meet ing has been changed, directed to each of the stockhloders at his last known place of resi dence or by publication as aforesaid. Each stockholder shall at such annual meeting, or other meetings, general or special, be en titled in person or by proxy to one vote for every share of stock owned. The election shall be held under such rules and regulations as may be from time to time determined by the Board of Direc tors. 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 annual meeting of stock holders or to elect annually the Directors shall not operate the forfeiture of this char ter or any rights thereunder. The first of ficers of this corporation, who shall hold office until the second Tuesday in October. 1919, or until their successors are elected and qualified. William J. Brysson, President; Herman L. Barnett, Vice-President; Louis Wieland, Secretary and Treasurer. Any vacancy occurring in the Board of Di rectors may be filled by the Directors for the unexpired term. The first Board of Directors shall hold office until the second Tuesday in October, 1919, or until their suc cesseaors are elected and qualified. The Sec retary of the corporation need not be a stock bholder. ARTICLE VIII.-Thls charter or act of incorporation may be changed, modified, al tered or amended by and with the consent of two- thirds of all the stock at any meet ing, general or special, held for that purpose, and such amendments may be material or immaterial, subject only to lirmitation as may be by law provided, and this corporation shall have the right and power to increase or de crease its capital stock as hereinbefore set out, and any increase of the capital stock exceeding the amount herein named as the amount to which the capital stock may be increased, may be made by three-fourths vote of all outstanding stock. ARTICLE IX.-Notice of any and all meet ings referred to in this charter or required by law shall ,be given in the manner pro vtded in giving notices in case of election unless the same shall have been waived. In the case of dissolution, liquidation or termi nation of this charter by limitation or other wise, the affairs of this corporation shall be liquidated by one or more liquidators elected by the stockholders, who may provide the number of said liquidators and vest them with such power and authority as may be by law permitted; fix the terms and condi tions upon which they shall serve, and their compensation, and provide that in case of the death or disability of any one of the said liquidators, the remaining liquidators may fill the vacancy or continue to act on behalf of the corporation. ARTICLE X.--No stockholder of this cor poration shall be liable or responsible for any acts, contract, debt, or default of ties company or of any of its officers, nor shall any informality in organisation have the ef fect of rendering this chatter null and void, or of exposing the stockholders to any lia bility bed the unpaid balance due on the stock hel by them. A.TICLE t.-he subscribers hereto have written opposite their names the number of shares subscribed for by each of them and their post office addresses, so that this char ter pay serve as the subseription list. us done and signed at the City of New Oeans, Louisiana, this 30th day of June, 1919 in the presence of Paul . Chsera, and Water Revertiga, competent witaesses re siding at New Orleans, State of, Louisiana, hob have signed thes preuentt, together with th said appearers and me, Notary. star due reading of the whole. Witnesses: Paul E. Chause. Walter Re uail Signed) Names of subscribers (Seal) WILL.AMJ. GUST:, WILL otr Public. I, the undersigned, Recorder of Mertgages, In asd for the Pariash of Orleans, State of Losana, do hereby certify that the above sad feaeing Act of Incorporation of the New Orleas Towing Lighterage Company, Inc., was this day duly recorded in my office in Book 123, Folio 62. New Orleam. Louisiana. July 2d, 1919. (Signed) "MILE J. L k)NARD, Dy. . I hereby certify that the abeve and fore arsd athed is a tem ad oerrect as New Orlens Towing diUht Company, I, pased hfest s m the th day of June In Witnees Wheremf, I have hereunto set my hand and seal this 30th day of Jaune, 1919, at New Orleans, Louisiana. WILuIAM . . UlSTIE, DICATB, 3IC. Uialted States America, State of Louis. an, Parish Orlens Citr of New Or len. 3e it ke., that ea this 15th day o e month of Jply, in the year of our Lord one thoas d nie hundred ant aineteen, efre ma, Joseph A. Casey, a Notary Pub lic, d co .emmissiond sad qualified, in and fth Pais of1t Orleanls State of Loslaisn .u nt rdiacn. an d in th resence of the trel oLdmeu a lamed end ndez siged; Personally ame and ppered; the several persons wlse eaes me hereunto sm.boelbse,.who d red at, availing them elm o th e povsles tbe laws of this stase, relaive to t orgeelastion of corpo rationu, t hav ovenatr d ud gped sad do b them ents venant ed agree, nd foe ad eontitoe thmselves, as well as sas hpare ameater oin ra beesme asseelatod with ts, tnto• esepea e sad hdy gndltle In law, f te ob ARTICL l.-The rame of thi sesoatle ab e th "Sethrsa SeSlig dleate, ne sirs whith name It a les for _alse yeses 1mm and siar the date rand s an user s s sew - eand ahdrity to etreet, se sad be sued; to inpt and recei ne meus, ples ao ohr hpothacuo; to mokand ume ao at asure purchs aelva lease, hlbd or othrs e s eq enavey,. mder itl runt..mm Ira i, hanh mak mtal sod aiY sash ummaehaurt flon sd a ts andart a , Sa an etauismrn t e alter and __ __. s or " _,, Suab &`s·a ~ e CHARTER. Sforwarding, export and financial agents; to )7 establish and conduct warehouses, and to 'y do all kinds of commercial, brokerage and sd commission business; and, in connection se therewith, to own, hold, lease, buy, sell or otherwise acquire real, personal and mixed k- property of all kinds; to borrow money, to tn execute securities therefor, including nego le tiable bonds, and to do any and all things se necessary or incidental to the conduct of any ay busines or businesses this corporation is re authorized by its charter to conduct; to hold )n and exercise all such incidental powers and II privileges relative to the objects heretofore a. set forth. if ARTICLE IV.--The capital stock of said 11 corporation is hereby fixed at One Hundred in Thousand ($100,000.00) doiuars, divided into r- or represented by one thousand (1000) shares of one hundred ($100.00) dollars each. The of whole of said stock or any part thereof may a- be issued and delivered to any person, firm of or corporation for the acquirement of the a- rights, privileges, contracts, permits, fran s, chises, property, servitudes, leases, or any n- part thereof, owned or controlled by said te person or corporation also in payment, set 1g tlement and adjustment of the costs, fees, d charges and expenses incurred for services te rendered in the formation and organization I- of this corporation, and in acquiring and of bringing about the purchase of the property, PY rights, permits and franchises aforesaid, i- also for cash or in installments of such e amounts as the Board of Directors may de r termine; also for property received or ser a- vices actually rendered to this company. The f" Board of Directors herein created is specially is authorized to dispose of the stock or any part I- thereof, for any and all of the purposes above 5- stated, and it is particularly authorized to 'e dispose of said stock, or any part thereof, )r to Edwin J. Gillan, in exchange for a con i- tract he has with the Southern Selling Syn dicate, a commercial partnership domiciled y in the City of New Orleans, by which said ie Southern Selling Syndicate has agreed to tr turn over to said Edwin J. Gillan all its 11 good will, archives and all other assets. 'f ARTICLE V.-,AII the powers of this cor poration shall be vested in and exercised by e a Board of five (5) directors, a majority of t whom shall constitute a quorum. Said e Board of Directors shall be elected annu Y ally on the first Monday of September of 0 each year, the first election to be held in the year 1919. All such elections shall be viva vie at the office of the corpora tion, and of all such meetings, as well as e all meetings of stockholders, except when otherwise required by law, fifteen days' no h tice shall be given, either personally or by r depositing in the Post Office, properly ad dressed to each stockholder, such notice be e ing addressed to the stockholder's last desig nated address, or at the General Delivery h at New Orleans, Louisiana, if he has not e designated an address, and announcing the time and place of the meeting. Each share holder shall be entitled to one vote for each s share of stock standing in his name on the d books of the company, said vote to be cast in person or by proxy, and the majority of a the votes cast shall elect. The Board of Directors shall have power to fill all vacan cies which may occur on the Board. Failure d to elect the Board of Directors on the day r above specified shall not dissolve the cor d poration, but the directors then in office shall Sremain in office until their successors are s elected. Due notice of election shall forth with be given, as above provided, and such " notice of electoin shall be continued to be r given until an election is held. The Board )f of Directors at their first meeting following d each annual election shall, out of their number, elect a President, a Vice-President, and they shall likewise elect, but not aces sarily from their number, a Secretary, a Treasurer, and such other officers as the )f Board of Directors shall deem necessary. I- The Board shall have power in its discretion at to unite two or more offices, and the same t- to confer upon one person, and shall have e, the power to fix the salaries of all officers. ar The Board of Directors shall have power to y make and establish, as well as alter and II amend, all by-laws, rules and regulations necessary and proper for the support and tt management of the business and affairs of k said corporation, and not inconsistent with e its charter. Said Board shall also have full e power and authority to borrow money through e the President or some other duly authorized agent or agents, to execute notes or other t obligations in such smpuaat and on such d terms as in their judgment may be advan tageons, and generally to do all things rea sonably necessary for the proper carrying on of the business of the corporation; alse i to issue and deliver full paid shares of stock or obligations of said corporation in payment e of money borrowed, labor or services, or d property, or rights actually received b said corporation as heretofore set forth, and shall have power to do all such acts and things e as may be necessary to carry out the ob i jects and purposes for which this corporation r is organised. The majority of the existing board shall constitute a quorum for the trans action of any business at any meeting of the Board of Directors. An Director absent from the meeting shall be represented by any Director by a written proxy. Until the next general meeting to be held r under this charter, on the first Monday of s September, 1919., or until their duly quali I fied successors are elected and installed, the Board of Directors shall be composed of Edwin J. Gillan, Louis K. Purdom, Osa J. Smythe, Horace V. Place and Leonard L Minthorn, ah of whose Post Office address es are New Orleans, Louisiana; with Edwin SGillan, as President and Treasurer, Louis SPurdom, as Vice-President and General d Manager, and Osa J. Smythe, as Secretary. ARICI.E V.--Whernvr this corporation shall be dissolved, from any caus, its of rfairs shall be liquidated by three stock , holders to be appointed at a general meeting of stockholders convened for the purpose of liquidation, as hereinafter praevided, ach share of stock being entitled to one vote to r be cast by the bolder, either in teron or by r . Said eonisaioners shall remain in office until the affairs of said corporatin . shall be fully settled and liquidated, and they shall havre fiull power sad authority to ,transfer and give title to all the property and assets of the oorporation, and to dlstrn bute the proceeds Incase of death, dis ablity, or resagnatias one or more coam. missioner er commissoers, the vacuncy shall be filled by the surviving commissioer AyIICIe 'VI.--This act of iacorporation may be modified, chaged or ~tred, or this · eaoration may be dissolved with the eon. aent of three-lartha of all of its etok rep Sresented at a ganeral meetlag of the stock hoders onned for s.ch purpose, aftr pr. viom ntice shall have been gives in me et more daily newspapers pblished in the Parisah of Orleans, State of Louisiana, once ra week during thirty days preceediag such meeting, and upon the date of such meetiln, and by motice mailed at least fifteen days prior to such meeting to each stcklhslder w appears as sch on the books of the cert Sthe Poat Office address deseinated "hme; sad in ease of failure to designate an address, to the General Delivery, Cty of New Orleas Ant y ehan whe h w ay be praposod or saede in refereco to th eapital stock of mold orporaio shall he made in aceordane with the laws of the State of Loulelano, on the sumct- tter of altering the amemnt of stock o aid coreration, It may be ineaentasd or diminished upen cm pliance therewith. The capital stock may be icreased to a maimum of two hnadre t and (SiU oaUaS) dellar o stockholder shalld ever be held Sliable rsponsible f the d eatracts or aukls t saiod rporation in any further sum tMan the napoid balaee de n shares of 1a aec o e b him, nor shall an mere informalt7 in orgaietie have the effect Sof renderms this charter null, or of expos Ing ay stockholder to aay liability beyond the amont due oa his stock. aARTICLE VII.--The said contract of the aSouthern Sefling yndiate with the aid in this charter, whieh is to be conveyed to this corporation, fr twenty thousand (,. IS) dollars value of the stock of this eatiruldnof s he apprrised b the stock. And in order that thI charter ay serve as the original or ion list, the sub a iler hereto have Indcated ppeeite their sesptivo aiastrm , the samber of shams a of stock sbeerlbed hir by ecr of thm. hbas done end paeed in my a e at w SCt yo New Orl osState aeof i aad , e a the day. muth end year first shoe. wsittao I in the geaee s of Jc Jn . leiliey sad en. lboke, empeteat witnesem, who have hee anto raecre4e their ames, tegether with m ne, oa ad mid espmres, after due I Witnesses: J. ie e,ea Boks. a Orliassign e J. Gillan, 1S . I Ferdinad St., M0 shares; E. G. Glla, SM Se, Fadiuand US., N sham; L Prdam, a 153 bucker St., - shares; Osa 3. out NIM SU . Qeiherne Ave., the . V. - ie, n 6. Claibter e o., '3 sam; SLedL Minthor, IM Ma iie It., r Ashres. . Nary Puhblc. uisian, d hereby e ed that she shavee and-Y ai t a tn l of thei was In 1o NewI. - -. d i a ""A " i CHARTER. o CHARTER OF BUNIC'S BEND CO. INC d United Stat . of America. State of Louis n iana. Parish of Orleans, City of New Or( r le:;a. Be it known, that on this the 23rd d day of the month of June. In the year o01 0 our Lord, One Thousand Nine Hundred and Nineteen (1919), before me. Watts K. Levay ' erich, a Notary Public, duly conmmissioned Y and aualitcd in and for cte Parish of Or leans, State of Louisiana, and in the pres d ence of the witnesses hereinafter named and d undersigned personally came and appeared e the several persons whose names are hereuntc subscribed, who severally declared that avail d ing themtnselves of the provisions of the laws d of this State relating to the organization ol o :orporations, they have contracted and s agreed. and do by these presents contract e and agree and hind and oblige themselves as well as such other persons as may become associated with them, to form themselves intc e and to institute a corporation body politic in law, with the objects and purposes and under the conditions and stipulations ol 4 the following articles, to-wit: ARTICLE I.-The name of this corporation shall be Bunch's Bend Co., Inc., and under s its corporate name it shaft enjoy succession n for the period of ninety-nine years from date d hereof, unless sooner dissolved by liquida tion or otherwise, and shall have power and I, authority to contract, to sue and be sued, h to make mortgages, hypothecations and pledges, to make and use a corporate seal and to alter and break same at pleasure; to e hold, receive, lease, purchase, sell, transfer, assign, mortgage, hypothecate, pledge, or t otherwise receive, use or dispose of proper ty. real, personal or mixed, corporeal and incorporeal; to issue bonds and to secure san e by mortgage or pledge; to buy and hold or desp, se of stock in other companies; ti create and accept mortgages pledges or other Slypothccations; to elect and appoint such r. a-ra'ers, directors or officers as it may reot:.te; to make and establish, alter and Ln tid rules, by-lows and regulations for its proper government. ARTICLE II.--The domicile of this cor porati in slall be in the City of New Or leans, Parish of Orleans and State of Louis iana, and citation and other legal process shall be served upon the President of the corporatoin or, in the event of his absence, shall be served upon the Vice-President of 1 the corporation, or, in the event of the ab sence of both the President and the Vice President shall be served upon the Treas urer of -the corporation. ARTICLE III.-The objects and purposes for which this corporation is created and or ganized and the nature of the business to be carried on by it are declared to be as follows: To engage in buying, or otherwise acquiring and selling, or otherwise alienat t ing, real estate; and to acquire by purchase or otherwise, to hold, lease, sell, improve, mortgage or cultivate or deal in real estate, lands and their improvements and properties located thereon and incident thereto or con nected therewith; to reclaim and improve lands; to carry on a general planting busi ness; to do any and all things necessary or incidental to the raising, cultivating and gathering of cotton, corn, and any other crops or products of the soil, and to market and dis pose of the samte; to construct, maintain and operate dwellings, barns, cotton gins and presses.and other buildings, works and im provements; to raise live stock and to deal t in same; to ownt and conduct stores; to lay out suburbs of additions to towns; to es tablish and dedi,'ate squares, streets, alleys and canals for navigation or drainage; to construct and operate drainage plants; to construct or have constructed, buildings of all kinds, docks, wharves, canals and pump ing plants; to establish industrial and mann facturing sites, or to lease its property or any part thereof for such purposes; to ex change its capital stock, or any part thereof, for property; to issue bonds and to give mortgages and pledges in such manner and form as it may determine; to acquire and hold or dispose of stock in other corporations; and generally to do any and all things neces sary and proper, incidental or pertinent to the powers herein set forth and to the busi ness hereby authorized ARTICLE IV.--The corporate stock of this corporation is hereby fixed at the sum of One Hundred and Fifty Thousand Dollars I ($150,00.0), divided into and represented by Fifteen Hundred (1500) shares of a par value of One Hundred Dollars ($100.00) each, The whole or any part of said stock may be issued for cash actually received, or for money or property or for servtees rendered. ARTICLE V.-This corporation shall t come a going concern and shall be authr ized to commence business s soon as Sev enty-five Thousand Dollars ($75,00.00) of its capstal stock shall have been paid for, either in cash or its equivalent, as provided by law. The stock of this eorporation; or any part thereof, may be delivered to any person, firm, association of persons, or corporation, in return for the acquisition by the Campany of any property owned or controlled by such person, firm, association or persons or cor poration; or in payment of other properties or for services rendered. The capital stock of this corporaton may be increased to the sum of Five Handsed Thousand Dollars ($0;000.0) by a vote of two-thirds (2/3) of all the stock outstanding at a special meeting called for that perpase, or at a regular meeting of the corporation. All certificates of stock issued by this Coro pany shall he signled by the President, or by a Vice-President of the Company, and countersigned by the Secretary or Treasurer of the Company. The stock of this corpora tion can be transferred only on the book' of the corporation and subject to such rules and regulations as my be made by the board d directors or from time to tine be pre ascibed. No stckholder shall have a right to trans far or convey any of his or her stock ia the corporation. uless and suntil he or she shall have firat made a written offer to the other then etockholders of the orporation ad to the corportion itself, to sell his or shr tock to them, at the usame prie as that at which he or she may 'have reived a ·hs fide offer therefor. Such written ffe shall hbe addressed to the other then eoekhelders, and to the coporation itself, collectively, and shell he delivered to the office of the corporation at leass than ton ( dap prior to the application for transfer of the stock. The crporntion shall transmit this oftfer to the respective then stockholders, and the stock of the stoehalder desirl to aell shall be distributed pro rata amng such of the other stockildem as. desire to perchase in the prprtions in which the holdings of the stockholder desirmus of purchasing hear to each other; provided, that the other stock holder esirig to sell shall net be re quired to take all of the stock of the stock holders desiring to sel, but shall have the option to tae ny pert of it, t the price at which a bos fide offer may havl en reaieved by the stochldedr destidrlay to sell, for the whole amount offered; and if the to tal which the ether stockholders desire to purchase Is less than the total ffered for sale, then, after each of the other stockhold ers shall have taken and peid for the amount of stock which e or ehe desires to buy, the remainder undertaben shall be open for purchase by the corporation itself; and un ess prohibited by law, the ecrporatio may itself use and npply its surplus earnings or acemumlsated poits to the puehae, from any stockholder desiring to ll, of any por tion of that stockholder's tok which none of the other set6ckholders emay desire to ac quire, at the ame prie as said stock shall have been offered to the other stockholders; provided that the corporation shell not ap ply any of its capital to the purchase of ech stock, but shall always maintain its capital umimpired and Invested in other property ad in securities The crporation shalU have the right so refuse, to transfer any stock so lo as the shareolder demanding the trmansfer is in any eway Indebted to the aorporation ad the portin shell have a lien, pledgesod privi lege on eeh share of stoek to sece any indebtedness dud by the areholder to the erporatin. Smuld any of the stock offeed for osae he not desired by any of the ther stockbolders, and should the cor paemtioa Itelf he nawilhog or unable to pur chase ay of the same at of its ea pls m*nisgs within tea (W ~ days hfm the reselpt at the eorparetio's offlee af the writ te offoer to seal, then, sand then enly, shall the oteckhaolder desirin to sell he entitled to traneler such uandesired portion of the stock to such pemn or persn as he may se fit, for nt les than the price at which ho or she has offeod the stock to the ether then htoekoldre and to the oar a. The provisans of this artiCle shell be pritod upoa the face of each certificate issued by the arporaton, ad shall he bndi po every pee nw aer eafter boeIn a stock o nder i this eo all n wheat l tabe such stock sujat to the rovisloas hereof; and n dile A othabon aote oether onsramesof s id shell be a)beet ,RTICLE VI.-Afl earpporte pures o this rpolat hell he wsted in ad eoosled ya board directors osmposed of five oteum . A _ majrity tof the disecteo obll oenauitute a oasra for the oseansetien ofst 3s. diseeters m ay ustuhe person or by pnry written o tel at any s all matinge of isssa, rlr as a ' dioeer or etherwise, shall elessed -enually *o the SEa Monda of May5 ofe pear oia err d es L s g w s e e heM , lt C i * 1Mm, 1 .,1 ei tAae.iC h CHARTER. Stewart as Vice-President, Will:am 1'. Stw art as Treasurer, and Louis I'lauche as S. retary. The aforesaid directors shall h1it their office until the first Monday .,f Jnre, 1920, or until their successors are erectr: and qualified. All elections of directors shall be by l.a lot at the office of the corporation. t":.c the supervision of the board of di ect,0, under such rules and regulations a, t. e I board of directors may from time to tr... pronclgate. Notice of meetings of -tock I holders, regular or special, except as he.·n otherwise provided, or except as otherw,- required by law, shall consist of notice sr: in writing to each stockholder at Ihs Is! known address, as it appears on the b!,o.k of the corporation, fifteen days pri.,r to thr date of the meeting. Failure to designti: an address shall permit notice to be sent to the General Delivery at New ()r' a:n, to such place as may by the biard ,i ,1: rectors be determined, and to !ie se:: and shall constitute full and complete :, tice. Each stockholder at the anir:u l other regular or special meetings shall ,e entitled to one vote for each share of s: ck owned, and the vote of any stockholder a: any meeting shall be cast by written proxy. Should a vacancy occur in the board of directors same shall be filled by the remain ing directors by the election for the unex pired term of a stockholder. Failure to elect directors on the date specified shall nit di solve the corporation, but the directors tiesl in office shall remain in office until thee: successors are elected ann qualified. The board of directors at their first meet ing following the annual election shall e:te from their number a president, a vice- pres, dent, a secretary and a treasurer. The board shall have the power to unite two or mire offices and the same to confer upon one person. The board of directors may elect. but not necessarily from their number, such other officers and agents as to them seemn advisable. The board of directors is hereby given all power to carry on the business and affairs of the corporation, and to make all rules and regulations not inconsistent with the terma of this charter. All mouiees provided for, whether to stockholders or directors, may be waived by the written or telegraphic consent of the stockholder or director. ARTICLE VII.-Whenever this corpora. tion shall be dissolved or liquidated, its affairs shall be liquidated by three stock. holders elected by the stockholders at a meeting called for that purpose. This cor poration may be dissolved and liquidated at any time by a vote of two-thirds of the out. standing stock voting to that effect. In the event of the death of any liquidator, the sur viving liquidators shall have the right to elect another to fill the vacancy, but pending such election the surviving liquidators shall have full right and authority to act ;n all matters. ARTICLE VIII.-This act of incorporation may be modified ,altered or amended in the manner provided by law, at any meeting of the stockholders, whether the same be a regular meeting or a special meeting, after previous notice shall have been sent, as hereinabove provided unless the same shall have been waived), to the last known ad dress of each stockholder, at least fifteen days prior to the meeting, and after publi cation at least once a week for two weeks in a daily newspaper in New Orleans, Louis iana. Any increase or decrease of the capi tal stock of this corporation, except as herein otherwise provided, shall be made in ac cordance with the laws governing such mat ters. ARTICLE IX-lNo stockholder shall be lia ble or responsible for the acts, omissions or contracts of this corporation, or of its of ficers, in any sum other than the unpaid balance due on the shares of stock owned by him, nor shall any mere informality in organization have the effect of rendering this charter void, or of exposing any stock holder to any liability in excess of the amount due on his stock. ARTICLE X.-There is annexed hereto an accurate, detailed and itemized description of certain property, being certain property formerly owned by the Stewart Land Com pany and T. B. Davis, and certain other property which is to be conveyed to the corporation in payment of subscriptioons to *B shares of its capital stock showing the amount, location, extent, character and state of improvement of said property, together with a stateotent of tBe value of said property as appraised by the directors of this corpora tion, and, n order that this charter may serve also as the original subsription list, the sbscribers hereto have indicated upp site their respective signatures the numer of shares of stock subscribed for by each of them. Thus done and passed at my office, at New Orleans, Louisiaan, on the day, month and year first above written, in the peas ence of Wm. L Nugent and P. C. Bucking ham, competent witnesses who have hereun to subscribed their names, together with me Ntary, and said apeparrs, after due (Original Signed) Names of subscribers omitted. Witnesses: Wm. L. Nugent, P. C. Back. ingham. WATTS K. LEVERICH, Notary Publie. I, the undersigned, Recorder of Msrtgages, in and for the Parish of Orleans, State of Louasiana, do hereby certify that the shbove and orei Act of .Zcpotie. of s EIL J. LEONARD, Dy 1, A true copy. WATtS K. LEVERlleR jly August Notary Publis. AfCT 0 or macmpoter or rAg United States of Ameriea, State of Louis ilua, City of New Orleana. At kanown, that a thies twntyhird (23rd) da of the maoth of June in e par of our Io, one theaund nle hadeed end nieteen; fore me, Charles J. Rivet, a Notary PuieHc, duly commisioued and qualified in and for the Perish of Oleans, Sttes f Loulsiana, and in the premasce of the witaeases hereiafter unamed and unaderignedl. permsolly me sad apeaed the rsm s whose n s are herem ante sab.ribed, who declared, that, avail iag themselves of the pewiaious of the laws of the State of Leis eaa relatilve i the osgnioation of cor tpon they h v'e c - nanted ad agread end do by these - ents eovenaat and asgree and eomttute themselves. as well as eLch other parsons who may inseeer oiean o become associated with them, into a emrpostien ad body poli tie in law for the objects. and purposes nad under the agreemeats ad a stipulations ol lot to-it: AtKICIE L--The name and title of this corporation shall be Main Drugs, Inc., ad under this name it shaD have and enjoy all the rights, advantages ad privileges grant ed by law to corporations It shall exist for a period of inetly-olin years, unless sooer dissolved in accordance with law or with the provisions of this act of iaeorpora. tim; it shall have power to sue and be sued in its corporlate name; to make and use a corporate seal, and the same to break or alter at pleasure; to oantract and obli gate itself; to hold, receive, prruchase, con very, mortgage, pledge, bypethecase, lienate and otherwise acquire and dispese of property movable and immovable, correal nd in cosyoreal; to Issue hebods, notes or otlher obligations; to have and employ managers, direaors, officers, agents and other em ployees, as the interset and convenience of the corporation may require; to make, have and establish such by-laws, rules rand regus lations for the management sad oantrol of its affairs as its dimrectors may deem expedi ent or necessaryt; and, to do do all thias whatsoever that are permitted by law to be done by corporations. ARTICLE II--Te objects end purposes for which this corporatiea is orgaised and the nature of the se , to be carried ea nby are hereby deled to be: to own, condacts iasage, and ociate drubg stores, soft drink establishments, perfumery stores, cofectioseries and tabsoco stores; to com pouad, asdacture end make drs, sdi cin, readies, powders, perfameores, non essential oils, syrups soft drinks, ice-cream,. candle and other astieles of merchandise; to buy and sell and deal in all sorts of f rses. na-ems tial ails, apan, soft driks, oda waters, ic-taream, dairy pr ducts, eahs, biaits drugits' madries, ao tions, toys, articles for mpersonal, domesti and husehold e, and merchandise of all kinds ad whatsever elm may be caveni essly sold in any stre qoerated by the orporation; to Ireh e ad otheswmise ac quise the Od- ellc. rck, stock in trade and -ape of other bausinemes whose obicts -,l urposes ere smilar or inldental to thee of this eaton; sad, genaeray, to d say ad all ti leid tol or gesmae to d elas tl abaeoe e ad pr AW3la UL-the ts l seteerk of this aln Iw is h pfixed at the mm of Sin Is u d DUor MSr which my ho feenisd to Uv t mni denoe tb . -~~~~~~as of- dieb Qir .erttrl C YlrJ t' pa, stock s., S;:", jt such far ,- t. . tuck . .. " c .,rlsratioqa,-(l S ,valid until been first r .ord at r ,,:her alie "" , ok val: , ukvea a:' t nnualy ' Mn re to tnh the o :e ,1 tn.,y be ea , ale sale i trred upos n .t bl-,i be the duty 0, 105 or Y .,r. r otherrp .ve t ritten notice thre to te ord d ;'''::: and said s 1e "n;.ch~:c·y· gige ive r,:..:, :o he Other atl >td stockholde sI ,, t. ceirt oi y l).reit,,rs to ols . itb 1t, purchad asea a'r ut each stoekhl. vlri;e share in propia .ng. hut should o cir,,ie hi right tos 'bidn pass to the ot sadi right of the ` :,li stiered as afrele ::Ar In cast of the :ildert under the sa ltmans hereinabove the inly notice neoss lregtJrsl p o~ proceed M deceaised stnckholde', holder, of record sh l he death of the stockh. a&d upon receipt of irls se a stockholder said take the necessary to the other stoc The stock of this egg. negotiable and noewtrse the conditions a.nd set forth, and no tffi be biding upon the as until made pon its ARTICLE V.--Th.rl poration shall be ins ' leans, in this Stat., legal process shal be am dent, and in his a dent. ARTICLE VW.-AIt l of this corporation sad ý control of its affairs a by vested in aind are M Board of Director, wlMi of three stockholders, my s constitute a qmllar the corporate hmueinu. The first Board of e-t of the ethree inco,, a - d namely: Frederick whose post office edis t La.; Ben Botbam, whee is New Orleans, Le.; ad et, whose post office La., with Fredolth President, Ben Bothr J. H. Charles Rivet a Annual meetings et lb the purpose of elsstl held each year o ths that is not a hoidayd Directors shall serve i ing to be held is successers are daly Imntoediately after thf tori shall choose Orm a President, a retaryTreaauer. ARTICLE VILIN be held liable eg tracts, faults or lion, nor shall any organiation hase l this charter aull o to say liability leyond stock subcibd t Ia . may A e ý anended, I dissolved and its ed f manner directed by hA ARTICLE IL--Th ten eppolt. teir. addresses and . shares of stick the orpori.. . fThu dose ad City, e day, ses reaidisg is NEs ed their uses tary, after die Witneses: Tess Cotin, Jr. (Original Sda.' ,.itted. in and for and esrreet egg od In m odi hand ad dined July 10u-47-6; alg For4 juje." dasfdlhv SI- mu 0-s-I E~shs -mn lId