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America, State oft ot Orlen s, City of 1M knws that on this b of July, in ethe mn d ermann L. Bar- ta duly comml erand for the ml state of Louisiana, N fhbe wltnessc p un3ss dersira ed. per- a appeared the several asse are hereunto sub Irel declared that. S the provisions e state relative to the a ofoh General Awseem- t - i - e lthe for the aeadatory thereof, an agreed and do t rat and agree. tcoth vels. and such ecome assocriated o daanse cor san tniw chrtar the od n under the con- a n stlpations of the toi s-wit:e o uM same and title sa Il be Newman, a 8sn nd adesr Its corporate ti Spower and utborlty orprate xlsnternc nd fan term and period I trom and after p eJooager dlseOlved io i la5w antd this charter. ti r and suthority to a Sbe sued: to make t l , aeql end to break awe a t pre me to ae- a pledge pawn hypothe- d prpet of any kuind o or ied It shall have nibti to make. use. ac- m beds. notes or oth d Tabtldnes , and to ei motgaes, pkldher ors esrlthy for money loaned al it may hold stock and Its espital i tsssd for tbe stock of o It a out of its y lawp. cquilre its own oi Sreissue the same. I* t e anod eaploy such t( iats and employ- a ,rmay requlre, and M eeoatin. It msay adlws rues ad Ie I r sintcetnlent with this h b awrr. It may carry t u this country or In of is addition to and 0* beaUn o frse ens- II et such linliationso b 'tewrelbed. It shall the rttpow-1m IImmunlities which mu now or hereaftet be i euscae and as mayb ,l :1glt n the propIare il The domicile of this 1 a be in the city of New e te Ores. state of b: t salr od r o ther legal .i epo eatl. mer In ee o an e casPr edeet. or is Sb s ads ua the ee -- o sets nd pur- a or pi i timPS i es "stll and the antre K 1 Seanldr oe by It are s of be: o l neela. seel an d pledge hinds a4l character: r othewse. a' the tt a re-oranls Ned to thnt end to, NO ae frto a m any o1 incident thereto; to t psechase. pell. mortage. br thelire use or p or obligations or b t idnss: to acquire, tl ise . beds. mortage. h forms of eei Sbrrow money and s ein manner and for & w may he deemed nec- to and othrwile deal In. sneissloe and aoa-aego prc ma, a. s ae-. i l r eh la. iteas. mt re1 d per S hinbds; to develop t Seo saLUtloI asnd/or q poptIrs. undertak- P Srntaepiol for turans and industrIrial pt the buie Set of tof all works 0 or private use So pnial · or other- 0' s de seb aogart s iil v flsmeted a t to - P inr eas W lar tser at rn assction port m so o her se s fbma 5 at or p ls as in- 0 he reseeme et e s ee qn t e oldr apartw ofcwibo~ju of toe mme to-b -twte Llw ofrr m-onof tomato da meI m-- e tions as shall be determined by tbe stockholders, and as mr be permitted by law, but the prerree stock auther Sised by this charter shall not be In creased unless such lacrees shall have been previousl authorised by the eon sent of the oe oa t least twe thirds (2-3) in lanterest of each elss of the then Issued and eutstandnlag stock of the corporation given at a meeting regularly called for that par pose., or by the unanimous eonsent of all the stockholders In writing. (e) Except as herela otherwise ex pressly provided or as may be required by law, all voting power shall be vested exclusively In the common steel and each such share of common stock of the corporation shall have and be entitled to one vote. Section 3. The amount of common stock Is hereby Sxed at the sum of two million dollars ($2,000,000), divided Into and represented by twenty thoa sand (20,000) shares of the par value of one hundred dollars ($100) each. Subject to the provisions contained in Section 2 of this Article IV, relative to the rights and privileges of the pre Serred stock and mot otherwise, divl dends at such rate as may be determined from time to time by the JBoald of Directors may be declared and paid on the common stock out of the set profts of the corporation. Section 4. All of the aforesaid stock, preferred angl common, or any part Stheret, may be issued and delivered to any person. Arm, association, part nership or corporation, in exchange for the rights, privileges, propertles and assets owned and/or controlled by such person. firm, assoclation, partnership or corporation, or for services actually ren dered. or for ceasb. or for labor done, or property actually received. AU at the present authorized com mon stock is to be issued for and in consideration of the transfer and deliv ery to this corporation of rights, priv Ileges, properties and assets (subject to and with assumption of the debts, obli rations, duties and liabilities of the firm known as Isidore Newman & Son of New Orleans. Louisiana. appearing on a detailed Itemised statement attached hereto and made part of this charter as of June 30. 1922; and for and in con sideration of the transfer and delivery to this corporation of certain property and assets owned and possessed by Messrs. Jacob K. Newman and Paul H. Saunders, respectively, a detailed Item Imed statement whereof Is attached hereto and made part of this charter: together with a statement of the value of the aforesaid rights, privileges, prop erties and assets so transferred and de livered to the corporation, as appraised by the directors. All certificates of stock issued herein shall be fall paid and non-assessable. Section 5 All shares of stock are issued and held subject to the following specific covenants, stipulations and agreements, which are made part thereoft. and which shall bind the owner, holder. asidgaee, pledgee, and all other parties Into whose possession such certiflcates of stock, or say of them. may come, or by whom said certificates of stock, or any of them, may be held and or owned; (a) No transfer. assignment. or other disposltion of said stock shall be biad lag upon the corporation unless and until the same shall be made and recorded upon its books; (b) The corporation Is hereby granted and shall have a lien upon sad pledge of each share of stock, to secure any indebtedness or obligation due by the shareholder to the corporation; (c) No holder of common stock shall have the right to or shall transfer. con vey, astiga, pledge, or otherwise dispose of such stock, or any part thereof, unless and until said stockholder shalt have frst made an offer, In writing. to the other then existing common stockholders of record of the corporation. and to the corporation Itself, through the Board of Directors of the cor poration, to sell such shares of stock at the appraised value thereof, as the same shall have been fixed and de termined in good faith by the Board of Directors (as proveded In Article VI of this Charter) last previouc to the date of said offer. Such written offer to sell shall be addressed generally to the other then existing common stock holders and to the corporation, and shall be delivered to the office of the corpo ration. The corporation shall, through its Board of Directors or executive of fleor or officers, transmit the offer to the then existing common stockholders. and the stock shall be distributed, pro rate, among such stockholders as desire to purchase. in the proportion to the holdings which such st*akholders bear to each other. Any stock not so ac gqured may be purchased by the cor poratien Itself, out of Its accumulated surplus and profits. The common stock holder eand the corporation shall have thirty days from the date when said over shall have been received by the eorporatloe to acquire the stock thus offered for purchase. If at the expira tien of that time there bshould remlai any prteion of the stock offered for purchase, unpurhased, either by the stoeekholders aforesaid or by the cor patie or both, said stock may be disposed of by the stockholder: provid ed. however, that Ift not disposed of within six months from the date of the expirtion of the thirty days' offer above set forth, said stock maut talin b* oebred to the common stockholders and to the corporation, as hereinabove pro vided. before It can be sold or traas ferred to aay other parties. and a lke limltation shall apply to any nabeequent sale and transter, or attempted sale and angedr et any of such stock. Any stck Of this corporattoen wblich the cr peration may Itself acquire under this section. or otherwie, may be held or may be reisued or sold by the Board t Directoers at snbc price and at sueh time and in such mamer as the Board of Diroctors in Its diseretlon may deter mine. The above provrtsons numbered "(a)" end "(b)" shall Pr upen the face the ab te p reviso ee1 stoc, snd. at the eay pree numbered "(). "(b)" and "(C)" sall appoer upon the f· ee at the ei, rtifctee of common stack, men votesad withot mendmeat to Sthis charter, may dispense with the ne into the stck certiicate or the er tIcates eontainlng such theriptie may Sbe eeed tIn and cancelled and new cer e fnc orofm e ..o certiscate to I o her muay rem time to time be mae, ina the manner abovq prodedt, but onel ujen the uanim ut s t vte of Diraetors to that effect tICU . A th crpeate pew em ef t ie orpeatlen aa be vested In and exercied by a Berd of .ve imectors. ea of whom sal hold in iat hissw name at leaste saro the e a shall be elected nn ll, 11 esstulessuch day sh salfall e a beli-day, and In that event ea- acatishall be hald on the next esoedrg three months frm the date when the soie sehoulnd hbn hl vote eto two-thLirSe sthe then ax sin - g at a meetln hd at lea ffteen days prier to the date mwn Nt furthkr that n-t"c such wkhno ath em snwll be haed al- be I stt ach header o comm a on teck d net lr than fie day nprti to the date hald, eite b maiing e the l i tU'. llcatien, t t sucL stukeerlder or b d fea tr u t least thro da.s hd in a daily newspa er publisemd at offieo lv the crportin, P-e.-n - , erui5 l o three anmuIjers, to n we--1 ~ t - t,) or, in his welunl as etceofal eeins t tak I Peastrs CER'wwr ALme w -sen I LAWe 'a you HO~ME A& -*J * - OO' ^ """: d S'WEET~ , m ..l- * *I 3 -: -. 9 vlý Ni~r+N16 ewe oft fou VO MLL ToU qua HOME WI I rrlSr )yn 0' -, tt.·j SWEET 90 0 %g.E Av r Se i eespt a may be otherwisr re hqis b law. shall gae. eother by r amiling mseh netsiee to each sock- I holder eatitled thereto, to his last I knowl addresm, or if a. such address i a knows thea to the General Delivery. Sew rilesas, La., at least fifteen days Spr'lor to the date ot such meeting (ua- I Sa shorter time Is here otherwise a provided, or unless the parties waive I such notice), or by publication at least a three tmes daraing the fifteen days next Poeiag msch meeting, in a daily c Sewspaper published at the city of New r Orleans. At such meeting each holder a of common stock shall be entitled to one f vote for each share of common stock t standing in his name on the books of a the corporation, for the election of direc- I tors or other purposes. Said vote may d be east in person or by written or tele- a graphic proxy, and the majority of the t votes cast sall elect. The Boart of Directors shall have power to fill all a vacancies that may occur In the Board; providell. however, that upon the re- t quest of the holders of ten per cent a (10%) of the outstanding common stock r a special meeting may be called, and i shall upon request of the holders of a twentyfive per cent (25%) of such I stock be called for the purpose of filling a the vacancy thus created, whether the a rame has been temporarily filled by the t Board of Directors or not, and at such a meeting such vacancy may be filled by the vote of holders of common stock. t and the director elected by the board to t I fill such vacancy shall thereupon ipso 1 facto cease to be a director of the cor poration, and the director elected at such Sspecial meeting shall fill the vacancy Sthus created. Failure to elect the direc tors at the time and in the manner pro vided herein shall not dissolve this cor 1 pation. but the directors then ini office shall remain in office until their successors are elected and qualified. i ARTICIJE VI. The Board of Direc tors bshall within thirty days following an annual election elect from among I their number a President. one or more Vice-Presidents (giving the latter such Irespective rank as they may determine); they shall also elect a Secretary and a Treasurer, who may or may not be a I stockholder or director: they may also Select or appoint any other or additional officers that they may deem necessary, and shall have the power. In their dis cretion, to unite any two or more offices. In furtherance and not in limitation of the general powers granted by this I charter and by the law to the Board of Directors to administer and conduct the affairs of the corporation, the Board of Directors shall have the power and au thority to make, alter and amend by laws, rules and regulations that it may I deem necessary, not inconsistent with this charter or with the law: to employ and discharge all officers, agents and employees, and to fix their compenasa tion: to execute bonds. mortgages. notes. pledges and other forms of obligations I herena provided, in such amounts and on such terms and on such conditions as they may determine: to borrow money and to secure the same, as they may deem necessary: to issue and de liver full paid shares of stock or bonds of this corporation, for property. ser vices or rights acquired, and generally to do any and all acts not prohibited by law or limited by this charter, which in their discretion they may deem nec essary or proper for the furtherance of ' and incildent to the business carried on by the corporation. The Board of Directors shall have power and authority at the conclusion of each fiscal year to divide among and to pay to such officers of the corpor- I ation and in such proportions as they may determine, in their unrestricted discretion, a sum not exceeding a total ' of thirty per cent (:0%) of the net I profits of the corporation for such year I in excess of five per cent (5%) on the outstanding common stock. plus six per l cent (6%) on the outstanding preferred I stock, which sum so paid to such officers I shall be considered as additional com- I pensation. Tbhe Board of Directors shall have power and authority. through its Presi dent or other authorized arents or rep resentatives, to do any and all things hereinahore provided. or necessaryr or proper in the carrying on of its business. It shall be the duty of the Board of Directors to fix and determine by ap I praisal the value of the shares of com c mon stock of the corporation semi annually as of the first days of Jan. nary and July in each year, and to enter such appraised value, so fixed and determined as of the dates aforesaid. p in the records of the corporation within thirty days after such dates respective ly. The tforesaid appraised value shall r be fixed and determined in conformity with any approved accountng practice: Ssuch valuation shall be for the Informs I tion of stockholders. and may in the I - discretion of the Board of Director b I fixed on such basis as the Board of 1 Directors may determine. The majority of the directors, as then . existing. shall constitute a quorum for the transaction of busines at any meet 1 lag of the Board of Directors. Should any director be absent, such absent director may be represented by another director, who may cast the vote of such absent director in accordance with the written or telegraphic instructions. gen eral or special, given by the absent director. SThe first Board of Directors shall be composed of tha followlng: J. K. New. man. P. *,R. aaunders. L. Carroll Root. H. L. Palk, Harry Hardie. with oieers as follows: 1. K. Newman. Presimdent; P. H. Saunders. Vice-Presldent: L. Car roll Roeet, Viee-Presideat: H. L. Falk. ecretary: Harry Hardle. Treasurer. and ' these directors sad of2emer aball hold their oeice antil the next annual election to be held ander this charter or natil their nsaessors sha have bea elected and qualifiled. SARTICLU VII. This act of Incorpor ation may be ameaded, modified or al tered, in material or Immaterial respects. and the corporation may be diNolved or liquidalted ant its stock decreased, with the anent of the holders of two thirds of the entire otatandnlg stoeek tof anl classes represeuted at a general meet Slag of the stockholders convemed for euch purpose, after grlvig notlee Io msch manner as beretn provitded for notee of annual electio. or as may be reqalred by law. ARTICLU VIIL Whenever this eor pntion lshall be dissolved or liqauldsted S rany esse, its araitr shall be Hlqal dated by three lquildstors, to be ap bt amo the stoekholders at a generl meetng the stckhlder eoanvned for that purpose, at which I, meetirg each share of eteck of whatever Sclan shall be entitled to one vote, in person or by written or teegkrapbhi proxy. Scb liqudatorm shall have all Sauthority whick the stoetholders elect e tag the may eonfr upom them, or which they may be given by raw and hlut have full rhit, power an4 an d thority to sell. dispose of. and triaster , 1l the sets oft the orporatio, anad I bohever, tat unles otherwise t reed by the stockheMers, the p - t erty ad asmet of the corporation s1rll a far a praetieable. in the event of t dissolutio or liquidatlio be distrlbuted among the common stockholdersin. kind. In the event of the death, dilaility or , resastion of any one or more o the It my Ill the vacancy or vcanes.: pr avod, however, that te right to Il smuc d vaeancy or vacanlee may be exercaed hhy the holder' o two-thirds of the total totanding stck of thecrpoe, Stio of I ll el as at a mesetan alled holder or nt lese than to .per cent (10)f the total notataandin stock. a t on y alquar tor o lnqutdto' g hav been aptpoited by the srtMva*in t ltiuidator or quldatrm the inteal.t e the appontmnt or appointments thus amde shal m uo sc elo te he va h AUTICLU I. It is spectlcally pro erded and undoretood that no contret, agi sent or trasneton of thi s , crpr --ao i any pern, trm or as.ecia Istont or with any corporstion shall he -I in u~w afectd by the ct that ,It sa dl anr ,an or eCr of thUi ear Sporatla is a party to or ntes in _Iation, or in a wa y m con .mctd with t- mc pre, fIrm or nascin.en,+ or wit _--uchb erprtin a a director, me I- or otheeriss; annd ea and er y e ro CHAIRMWR who nmy be or befome a director and/or ofcer of this corporation is 1 Mo v 2f ly lelieved of any and r Sanll Ii that might otherwise exista with respect to the execution or enforce- a meat of ar contract with this corpora- t Satia for the beneft of himself or df a any person, firm or association, or with s any corporation with which he may be 1 connectd, or il which he may be in l any wine Interested. ARTICLE X. No stockholder of this 4 corporation shall ever be held liable or 1 responsible for the contracts, acts, faults s or omissions of said corporation in any further or other sum than the unpaid t balance due on the shares of stock sub- o f scribed, nor shall any mere Informality Ii in organization have the effect of ren dering this charter null or of exposing any stockholder to any liability other than as hereinabove specially provided. a In order that this charter may serve I as an original subscription list, the sub- a scribers hereto have indicated opposite p their respective signatures the number iI of shares subscribed by each and their a Srespective postoftice addresses, and there I read into and in connection herewith h a detailed and itemized description of s the rights, privileges, properties and as- t sets to be conveyed to the corporation as subscriptions to its capital stock, as hereinabove set out, on valuations as appraised by the directors of the cor poration. Thus done and passed at my office In the city of New Orleans. state of Lou Isiana, on the day, month and year first above written, in the presence of Ralph J. Schwars and Victor J. (Gros, compe tent witnesses, who have hereunto sub scribed their names, together with me. Notary, and the said appearers, after readirg of the whole. (Names of original subscribers omitted) (Signed) HERMAN L. HARNRTT. (Seal) Notary Public. Witnesses: RALPH J. SCHWARZ, VICTOR J. GROS. A true copy: h (Signed) HERMAN L. BARNETT, (Seal) Notary Public. t Recorded In M. O. B. 1268, folio -, t Parish of Orleans, La. I July 13-Aug. 17. t CHARTER OF fSTEWART BiRO. COT I TON CO.. INC. United States of America. State of Louis lana. Parish of Orleans. Be it known, that on this 23rd day of the month of June. In tile year of our Lord one thousand, nine hundred and twenty-two, (1922) and of the Independence of the United States of i America. the one hundred and forty-sixth. before me. Watts K. Leverich. a notary public duly commissioned and qualified. 1 in and for the Parish of Orleans. State of I.ouislana. therein residing and in the r presence of the witnesses hereinafter e named and undersigned, personally came t and appeared, the several persons whose c names are hereunto subscribhed, who de clIared that. availing themselves of the laws of this State relative to the organi zation of corporations, they have cove nanted and agreed, and do by these pres ents covenant. agree, bind, form and con stitute themselves, as well as such persons = as may hereafter join or become assoclat ed with them, into a corporation or body politic in law, for the ob)ects and par I poses and under the agreements and stip- f ulations following, to-wit: ARTICLE I-The name and title of this I Scorporation shall be Stewart Bros. Cotton ('o.. Inc.. and under its corporate name it I shall enjoy succession for the full term and period of ninety-nine years from and after the date hereof. and shall have power and authority to contract, sue and be I i sued: to accept and receive mortgages. pledges or other hypothecations; to make I r and use a corporate seat and the same to I r break and alter at pleasure; to purchase, I re-eive. lease, hold or otherwise acquire I and convey, as well as mortgage and hy pothecate under its corporate name pro I prty both real. personal and mixed; to borrow money and make and issue bonds I and other evidences of debt and to secure the same by mortgage and otherwise: to I subscribe to and hold stock in other cor- I porations: to acquire, hold and re-issue I shares of its capital stock: to carry out all of the objects and purposes hereinafter Sst out: to name and appoint such man - agers and directors. officers and agents. as the interest and convenience of said corporation may require: and to make and I establish, as well as alter and amend at pleasure such by-laws, rules and regula tions for the management and regulation of the affairs of the corporation as may be necessary, proper or convenaent: and generally to do all such acts and things as trading corporations are sathorised to do under the laws of the State of Louis ir an. ARTICLE II-The domicile of this cor e poration shall be in the Parish of Orleans. P State of Louisiana, and all citations or f other legal process shall be served upon the president of the company, or, in his l absence. upon the vice-aresident. r ARTICLE III-The objects and purposes for which this corporation is organised n and the nature of the business to be car t ried on by it are hereby declared to be: r To purchase or otherwise acquire, and to t sell or otherwise alienate or dispose of, and to mortgage, pledge, hypothecate, ex port and deal in cotton and other agri cultural products, spot and future; to do a general cotton merchandislng and ex o port business; to do a general commission. . factorage, mercantile, warehouse and t. manufacturing business ln connection with i cotton or any other staple product; to purchase, sell and deal in stocks, bonds. - commercial paper, obligations and secort t. ties of other individuals firms or cor 4 porations; to carry on a general Invest Smeat and underwriting buasinmes; to pur a chase, ue, cultlivate, hold, timprove, sell, II mortgage, pledge, or otberwins deal in f and dispose of real/or personal property, plantations and/or city and/or towa property; to exchange its entire capital . stock, or say part thereof, for property . which it is sauthoridsed to aequlre; to ex Schnage its eatire assets and bulines, or I, any part thereof, for property, stoeks. Sbonds, or other obliptions of other com f panies, firms or individuls; and gene t- ally to do nll acts and things necessary, r conveanlent or appropriate to the aeorm h plishmeat of ay oft said prposes or ger i mane thereto. d ARTICLE IV-The preently uthorlased capital stock of this corporation is hereby r- fixed at the snm of one million ($1,000. d 000.00) dollars, divided inte and represeat I- ed by ten thousand (10,000) share of the - par value of one hundred ($100.00) dollars It per share. The amount of sid stock may n be incnreased to ive millio (PU00,.00) h dollars. S ARTICLE V-No trasfer of stock shall Sbe binding apon the eorporatien unleas II and anttl made and recorded upon its t. hooks. No stoekholder shall have a rght r to traster or coavey any of his or her d stock in the eorpratlen unless uad until . he or she shall have first made a written , offer to the other then stockholders of the d corperotlion and to the corporatio iteelf. . to sell his or her stoek to them at the Sbook value therem . "Book Valie" as used herein is hereby defined to mean the value . at which the smets and Dasbiitte of the f corporation have been in gnod filth en Stered upon its books Suhe wrltten offer h. shall be addressed to the other then r tockhold.ers, and to the corportio itself, collectvely. and shall he delivered r to the offee of tbe corporaton net l s has ten days prior to the applieation for h transfer of the stock. The eorportion d shall transmit this o*er to the respective me then stockholdB Uad the stock of the 5- stockeholders deairig to sll shall be dia d tributed pr rta amng suc t of the me other stokehlders us desire to purchase, st in the proportion tn whlch the ho dngs of k. the stockholders deairos o purchangl af such other asockholden desire to purchase It. is lens than the total offered ter sale, th Es after eaeb of the other steclkholders shall B- have take and paid for the mount eo stoeek whei he or she deires to buy and s- to which he or ahe is entitled, then the re t, mainder untoken shal be open for pur - chase by the corporatio itUfi; and ·a - esp probited by law, the corporton i may utelf se and apply Its surplus earn t lags or aecumuhlated prts to the pur r- chns from ay stockhodr dr esiring to in se of any portion of that atoeholdera - stock wlhich none d the other stck th holders may desire to acquire, at the book th value thereo; prvided, that the orpor-* artoe shall not apply ay of its capltal to . tbe pirus o s tde& but shrlal 1 ways malntaln Its capital unimpaired. Se The corporation, shall have the right to as refuse to transfer any stock so long as the tc shareholder demanding the transfer is in hi any way indebted to the corporation, and it the corporation shall have a lien. pledge am and privilege on each share of stock to si secure any indebtedness due by the share- up holder to the corporation. Should any of at the stock offered for sale te not desired am by the other stockholders, and should the ia I curloration itself be unwilling or unable to purchase any of the same out of the , surplus earnings, within ten days front it tlhe receipt at the corporation'sa office of s the written offer to sell. then, and then o, only. shnll the stockholder desiring to sell, le entitlted to truansfer such undesired por tion of the stock to such person or per- ar so.ns. anld at such price as lie or she may .see tit. Notice of the provisions of this artincle shall be printed upon each 'ertifi- t crate of stock issued by the corloration and shiall be binding upon every person I, now. or hereafter becoming, a stock- ri holder in this corporation, all of whonm to agree to the provisions hereof and take such stock subject thereto; and all pledges. hypothebi ations or other incumlbrances of o, said stock, or dealings with regard there to. shall be subject to the provisions here- u AITI('I.E VI-All the powers of this p -orporatlon shall lie vested in a board comn- to posed of not less than three nor not more than five. directors. The preise nulmber ti of direc-tors within said limits shall be of Snxed by the stockholders at the annual bi mleeting. or at a special nitcting cailed for that purpose, provided that itn the in- b terval between stockholders' meetings the boaerd itself may elect additional direc- i tors within the mnaximumn limit above provided. if the stockholders shall not have elected the sanme. A majority of the board shall constitute a quorum. Said board of directors shall be elected an- I nually at tihe sto-ckholders' meeting to be g held annially at the office of the corpora- I tion on the third Tuesday in June of earl- t( year (or on the next legal day if that lbe a holiday) after notice given to eachr b st.'-kholder by mail at least fifteen days ' before the date of the meeting. addre'ssed to the last designated address of the stock- i holder, or if hei has designated no address, r to the General Delivery at New Orleans. Special meetings ,f the stockholers may beI cailed by the board at any time and ntortle thereof shall be given in the man ntier provided for annual meetings; pro bided that in all cases all notice may be I waived by unanimous consent. Each it shareholder shall be entitled to one vote O1 for each share of stock standing in his t name on the books of tile corporation, said it vote to be cast in person or by proxy and a imn:jority of the votes cast shall elect. ci Failure to elect directors on the day above secilfed shall not dissolve the corpora- b tion but the directors then In office shall e remain in office u ill their successors are elected. The boar of directors shall have J power to fill all vacancies which may oc cur or in any manner arise or be created E on the board, even though no quorum re- o0 main at the time such vacancies are to be ii filled. The board shall elect from their P number a president and one or more vice- 01 presidents. The board shall also elect a cI secretary and a treasurer, either of whom may be the same individual as the presi- P dent or vice-president or need not be ci members of the board or stockholders; re and the board is expressly authorized b from time to time to dispense with any of d said officers and/or combine and/or sepa- rc rate any of them, and/or elect any other fI such officers as the board may think ' 1proper or convenient to the carrying on of the company's business, and to provide b that said officers need not be members P of the board or stockholders: and the b board shall fix the salaries of the offi- b cers, agents and employees. At any meet ing of the board of directors, say direc- to tor absent from the meeting may be re- n presented by any other director who may t, cEast the vqte of the absent director ac- v ciording to the written instructions. either general or special, of said absent director. a The board of directors shall have auther ity to make and establish, as well as alter and amend, all by-laws, rules and regula tions necessary and proper for the sup- n port and management of the business and affairs of this corporation and not incon sistent with this charter; and they shall d have power to authorise the borrowing of a money and the issuance of notes and the execution of pledges and mortgages, and a Sgenerally to do all things necessary or convenient for the proper carrying on of the business of the corporation. Until a general meeting of the stock holders for election of directors to be held in 1923, or until their duly qualified suc- a cessors are elected and installed, the board of directors shall be composed of the fol- I I lowing: John N. Stewart. 838 Union street. I New Orleans, La.; Andrew Stewart. 836 UInion street. New Orleans, La.; William ( P. Stewart. 836 Union street. New Orleans, L.a. Of the foregoing directors John N. Stewart, shall be president; Andrew Stew art, vice-president and treasurer and Wi-. liam P. Stewart. secretary. ARTICLE VII-This act of Incorporation r may be changed, modified or amended, or the corporation dissolved by a vote of v two-thirds of the entire eapital stock I present or represented at a geaerat meet ing of the stockholders convened for such t purpose, after previous notice shall have a been given In the manner above provided t to be given of the anusal meeting of the v corporation. ARTICLE VIII-If this corporatla shall t be dissolved, either by limitation or from o I any other case, Its affairs shall be iqul- i dated by three eommissioners to be ap pointed at the meeting of stoekholders convened for the purpose ot liquldation. and to be elected by the vote of all the stockholders rvoting upona a parity. Said I lilquldators sha remain in olice until the affairs of the corporation shall have , been fully settled and liquidated, ad they I shall have full powear and authority to transfer and give title to all the propety ( Iand assets of the corporation sad to di. I tribute the proceeds. In case o deth. I disabiity or resonation of ane liqida tor, the vacancy shall be Iled by the er rviver. ARTICLE IX-No stockholder shall 4 ever be held I1able or rsaosible for the contracts or faults of mid corporation In any further sum than the unpaid balance due on the shares of stock owned by him, I nor shall any mere Informality in orgaani- I sation have the affect ot renderling this i I charter null or of epostig ay stock r holder to any liability beyond the unpaid - balanee due on his stoek. In order that this charter may serve as Sthe orginal subseription list, the sub Sscribers hereto have indeiated opposite V their respective sitatures the number of i shares of stck suboeribed for by ach of them. SThe subaeripties to the capital stoek Sof this corporation have been paid by the Streaster and conveyace to the corpora tieson of the assete and liabilites of Stew Sart Bro. Cotton Company and Stewart SBros. & Company, of the Cilty o New Or leas. as the same are shown in detail apon the books of said arma, which books * are Incorporated hereln by r ertLee. .uld assets have been appraised by the adiree d tor of Stewart Bros. Cotta Co.. Inc.. as having a net value in excessa o nil liabll etie assumed of more than onae million ooo000.00) dollar. SThus Gone aG passed at my notarial offlce In the City of New Orklesan. Stte d of Lousitsans. o the day, month and year iret hereiabove written, in the preene of W. W. eWhlan ad H. I. Dutel. com Sptent witaessem , who have herunto sub rled their names together with me,. Snotary, and the said appearers after due trading o the whole. S(ORIOINAL BIOlND): . (Names of subseribersn emitted.L)_ f Witnesses: W. W... McWha . . D E (Seal): WATTS L LUVRICH. *,Notary Public Sane 5t-Aug. 3. d CIAIT O' DWITCE rAOU CO., INC. SUnited Statee ot AmerMea, State eo Luti - isna, Parish of Orlesans, City of New Or - leans. Be it known, that oa this fifth day a of the month of sune, in the year of our - Lord. one thousand nine hundnred and r- twenty-two: before me, Chnaris aehnel i da. a notary publie, duly eoamissioed a and qaified in and for thoe Parish of - Orleans, State of Louisiana. theremin reld lking, and, in the presece of the witnesuse - herinlafter named and undersiaed: per * sonially came and appeared: the saereral I- persons who amo a mre hreranto sub --* scribed, who declared that. availing them- I Sselves of the laws of this state, relative ft to the organization of corporations, they at have cosenanted and agreed, and do. by ri these presents, covenant, agree. bind. formn ai and constitute themselves, as well as ,'such ri iersons as may hereafter join or becnomen nas.soiated with them. into a corporltiion g and body politic in law. for the objewt.s ei and plurposes and under the ngreemitents ki and stipulations following, to-wit: j, AIlTIL'IE I--The name and title of this ' , o'crporation shall be. iutch IBayou (Co.. inci.. and, under its corporate narii, it il ball enjoy sieve.ssion for the full .'erm *' of ninety-nine years fromn and after thu, u 1 date hereof: it shall have the power. istal au:lthority to contract, sue and be sued. and man:;ke and use a corporate seal. tile t;slame to break sand alter at pleasulre; to I hold. pur'chas,. lease, sell. mortgage, ha- mi i'uolhleate or pledge property, re:il. per- tl .onallll or nmixedl. nle-ensiry, incuidental or a; proper for thie carrying on of its business. either as principal or as agen; to orr,\ow monllnyv Illid mllake and issue notes. bonds i eind other evides.llaes of indebt.ltedessll there for. and to as'ure the samne by ioOrtgage ,, or otherwise.; to hold stock in otilier cor , aratoluns; to name and appoint such man-i , :iagers and dirertoars. officers and nuaniis as thie interest andi convenience of sild ior ,oration miay require: to nmake anda es talilish, as well as alter and amend. at Ila,.llur. esl-h lyh Iws. rules aind rewualiall fina for thie nua;lgaement and rigulll:ttion of the affairs of the corporation as lmayP be necessary, plroiper or convnien.it. AltTI('I.E Ii-The domi.il*e of this i-or loration shall be in the ('its of New (Jr tlilns, Parish of Orlans. :tate of L.ouis i;tna and :all citations or other legal pro e'ss shall bIe serv-ed upon anll of the of ficers of the corloration. AitTI'I.LE Ill- The objects and pur lousa for whlicha this corporatlio is o r- u gauized. and the nature of the hbusiness to ble conducted by it, are here-by de-iared to be: To acquire. recive, accept,. purchase. I' buy. lease, hold. Improve, cultivate. mort- a g:lge inypothheante. sell. pledge. exchange. i'lanvey llienate or otherwise aquirea. pi- I, se.s. use. enjoy and dispose of propertiy. , real. personal or mixed. either as princi ail or ns agent. nlid do all thlngs in-i- n dental to or connected with said bush ness a tTI('IE IV'--r'e capital stock of this corporation shall lie fixed at the sum of five thousand dollars ($5.000.00). divided a Into and represented by fifty (di sharesI s of the par value of one hundred dollars I$100.00) each, to be paid for in cash or its equivalent in property. tI ARTI('LE V-All the powers of this a corporation shall be vested in and exer- r ,isead by a board of three directors. Said I board shall be elected annually at a gesn- I eral meeting of the stockholders called e for that purpose on the first Thursday In d June of each year after due notice. In ac .ordanee with the laws of Loulsiana. to SEach holder of stock shall be entitled to a one vote for each share of stock standing I In his name on the books of the com- d r pany. Bald vote shall be cast in person n or by proxy, and a majority of the votes a cast shall elect. SSaid board of directors shall have the a power to All all vacancies, which may oc- c cur on the board, even though no quorum a remain at the time such vacancies are to he filled. Fallure to elect directors on the v day above specified shall not dissolve the corporation, but the directors then in of- e flce shall remain in office, until their suc- e K cesors are elected and qualify. a The board shall elect from their num- * bher a president, a vice-president and a n secretary-trasurer. The latter office may I be held by i person, who may or may not C be a stockholder or director. At any nl-'ting of the board of direc tors, any director absent from the meeting a nmay be represented by any other direc 1 tor, by written proxy, who may cast the f vote of the absent director. r The board of directors shall have the authority to make and establish, as well as alter and amend, all by-laws, rules and regulations for the proper manage ment and conduct of the business and af fairs of the corporation, and shall have the power to authorise the borrowing of money, the issuance of notes or other evi dences of Indebtedness and the execution of mortgages, as hereinbefore set forth. and. generally, to do all things necessary or convenient for the proper carrying on of the business of the corporation. Until the general meeting of the stock holders for the election of directors to be held on the first Thursday of June. 1923. d or until their duly qualified successors are elected and installed, the board of di d rectors shall be composed of: Edward J. I- Lteorgne, 4424 Coastance St., New Or I. leans. La.: Walter P. LeCorne,. 4424 6 Coastance St., New Orlesans, La.; 8tephen n C. Lecorgne, 4425 Constance St.. New Or , leans. La.. with Edward J. LeCorgae. as I. president: Walter P. LeCorgue. as vice president: and Stephea C. LeCorgne, as * secretary-treasurer. The terms of office of said officers shall I run coacurrently with that of the board r slecting them. except the first board f who shall serve natil the first Thursday k In Jaune 1I2. ARTICLE VI-This corporation is an h thorised to do bsiness, when $2.500.00 e of its capital stock has been subscribed ] I to and the provisions of the law complied e with. ] ARTICLE VII-Tho capital stoek aof Ii this corporation may be Increased to the I sum of twenty-five thousand dollars ($25, AR ICLE VIII-This charter may be e amended or the company disolved, as I. provIded by the laws of LoIlalana. S ARTICLE IX--The sbserlibers hereto I have raepectively writt oppoesite to their ( II names the amoest of stock sbserlbed by Sthem to this corporation, se that this et 1 Sof Incorporation may ale serve as the * orgalnal nberlptoies lst of the eorpora 7tson, and they have statea their pst of t flice addresses, so as to eanferm with Act SS26 of the General Assembly of the State - eof I smeln of 2914. r- Thas done and psmed at my office In the City of New 1Orleas, Lweuisana, on the II day,. month and year herelin first above le wrilttoen, in the presee of Anne Nan a mann and Eanice Elllott, the undersigned o competeat witnesses, here residlng. who a, heremato sai their names with said ap I- pearers end me notary, after readlng of is the whole, constltutnr this act uas an t- orignal subscription lst. 4 Witnesess: Anna Noemaun. Rualee El Ilott. (ORIGINAL SIONED): Edward J. LCerAS., 48 shares, 4424 SConstanee St., New Orelans, La.; Walter t P. Lecorgno, 1 share, 44 Constance St.. New Orleans, Lu.: Stephon C. LeCorgue share, 4424 Constance St., New Orleans. La. (Seal): CHARLES SCHNWIDAU. Notary Pnblle. SI. the undersigned. Recorder of Mort ' ages, in and for the Ptarish of Orlensa. SState of Lousales, do hereby certify that Sthe above and foregyoing Aet of laerpora r tion of the Dutch Baye Co., Inc., was this day duly recorded in my lice int Book New Orleans, eune 7th, 1922. S (1Siged): ROBT. ICOTT. 55 Deputy Recrder. 1 A true copy: a (Seal): CHARIIS SCHNEIDAU, Notary Pubie. ali June --Aug. 3 ar CuIIla o* PIruLSS OIL COrM s rPANT, INC. S tate ofr Lulalanas PUars of Orleas, SCity of New Orleans. B it known, that Ue this fi day of July la theear o our Lord. One Thousad Nine undred and Twety-two, and of the Independencee of the United States ofe America, the One Hundred and lorty-slath. Before me. 5- Cornellus Wi. PaLeky, a try public. duly commissiloned ad qulod in and for the Parts aof Orleas, tate of Loul ke an, In the presence at the witnese herelnafter amed and undesaed, per - sonally came sad appeared the parties whose names are herenato saubsrlabed, all of full age, who declared, that. avaliling 5- themselves of the provisions ofe the laws r- of thli state relative to orporatlons, they i have covenasted and a reed, and by these ar presente corvessnt an a ud bind a themselves, as well as seh other persons a1- s may hereafter become seeeated with ad them to form and constitute a corpora Sf tion and body politic in law, for the pur *- poses and objects and unader the stlpula es tions and articles following, to-wit: r- ARTICLE I-The name of this corpora Stlaon sill be the Peerless Oil Company. b- Incorporated. CHARTlE. ARTICLE 11-The objects and purposes for which this corporation is organized and the nature of the business to be car ried on by it are declared to be to own and operate the business of wholesale and retail distribution of petroleum and its products, such as gasoline. kerosene. greases and oils of e-very des'ription; to enter into and exetcute contrac'ts of every kind pertaining to said business; to buy. 6.11. dIa.t, nolrtgag., pledge, hypothiveate or assign. or illlnproe real. personal or Iuixed properly corporeal or incorporeal inI collnnection with said business and geln crally to do all things that may be neces sary or incidelntal to lithe objicts and pur Ioses ablove explressed. A.liiT I.'L' Ill The- capital stock of this , rirl atioln hiall e ,t. T'en Thotusand liu Iirs .Iiit.111(M(ii, dcildied into mid reTpir vi.tetld icy Two liuidred It tP) shares of ti- ipar a!ui e of Fifty Ioilhirs (t$eiletil iiI h, i: ll in cashl , iproperty or good 'w ill. The ,irlporaitionu .Hall .ccili lnelnce dioilng ccsilne-s is sooiic as Fi.e Thoius.cd c idol lirs Sill, i a) . apita ilil ..tck .lshaill ihave eeln subscribed anid fifty per ce'intull of said amlount shall bate beenc ca. tcally paid for ah caforeslid .nily stckho e r slici tell, asslign or tr, llfer i is stlck in ithi corplorlation. crou ied thirty days. lil., of such in tlelltio tio sell. cn ssclte or tr:lll sfll r the scilne. e gisit e t e . or lliratiojc, nild the otliher stockholldlers shall have the first privilege of llrchiasing -:ice at paiir aiule. allier which th irty days' nte lithe suid stock siaiy le sold in ope-n ltarket. AlT'I'ItE I1 Thle ollici.ile of -aid eor plloration shall lbet lI the city of New tir lIlansi , iitlte of l.ccuisiec cct. The lpreid.nt, or in his alece, the vici- -Iresidlent shall lie the proper Ipero uplioni wihom citation or othler legal processa sicall be served. 'liies e'orpioraticcn itclehss sooner dis sovled schall exilst and coiitinue for lhe period of nlinety nilne years froetm sald after the date hereof. AIITICLI.E V - All corlorate pioweirs shall bce ieste. In a Ileardc of Directlors citn ipsed of thrlee stokhollers. The Boaerd of l ire.rle rmay fill idaiclies In their untiber. aowever cauied, by eleting frole aming te stoikholiders. The first ltiard of lirectors shall scon sast of Charles A. Enling, L. J. Magner and George I. Langhoff. whose post offlie addresses are 912 Tchoupitoulas St., New Orleans, La. Said board shall continue in office until the first day of July 1923, on which date. and thereafter, annually, a Board of li rectors shall be elected on the first Thursday of July of each year, unless the same shall be a legal holiday when the election shall be held on the next legal day thereafter. The said board is further authorized to frame and adopt such by-laws, rules and regulations as the affairs of the cor poration may require, and as it may deem necessary for the conducting and management thereof. ARTICLE VI-This charter may be amended and the capital stock of this corporation may be increased or de creased, or the corporation may be dis solved in the manner and method pro vided by law. ARTICLE VII-No stockholder shall ever be held liable or responsible for the contracts or faults of this corporation in any further sum than the unpaid balance on the stock for which he has subscribed nor shall any mere informality in organ ization have the effect of rendering this charter null or exposing a stockholder to say liability than above provided. ARTICLE VIII-Whenever this corpper ation shall be dissolved, whether by limi tation or from any other cause, the aft fairs thereof shall be liquidated by three 131 stockholders to be elected and quail " c.cd in the manner provided by law. And they shall continue in office until the af fairs of this corporation shall have been fully liquidated. In case of the death of one of the liquidators. or his refusal or Inability to serve, the remaning liquids tore may themselves proceed with all the power and authority vested in the full membership. The present incorporation in subscrib ing for the respective number of shares of the capital stock of this corporation as set forth after their names have made full and complete payment for same in cash, except as follows: Payment for .3.0110.00 of the amount subscribed has been made, and accepted by the present Board of Directors at a full valuation made by them, in the property and good will an itemised statement of its value hereby placed by said directors, as fol lows: Item 1. Fifty-five delivery cans. Take at .............. 26.70 Item 2. One Wayne Pump and Tanak (Gasoline) ............. 281.4 Item 3. One Goulds Rotary Pump 13. Item 4. Two Tanks (G. I.)....... 7.6 Item One desk and chair...... 0.00 Item 6. One typewriter, Under wood ................. 4.12 Itme T. One Ford automobile.... 1.6M Item 8. One Ford truck.......... 181.6 tem 9. 2361 1-5 gallons lubricating I ll , 35e gallon .......... 6. IItem 10. 200 pounds greases, at l0e per pound ........ 0.M0 Item 11. 100 Drams .............. 30.00 Item 12. 7 barrels, lot ............ 11. Item 13. Accounts receivable, total 1,70.00 Item 14. Good will .............. 60.00 Item 15. Cash .................... 684.41 Total appraisal by directors.... $4.U0. The preoset Board of Directors, namely, SCharles A. BEdilag, L. J. Magner and George L Loaghof, beiag duly sworn by me, notary, according to law, declare I under oath that the abevo described prop a erty and good will is located at No. 662 Tchoupitonlas St., New Orleas, La., and - in good usable condition and fully Sworth the apprisald placed on It by them, sud same is free of eanumbrancee and is taken in full ownership for and la pay meat of sabseriptlon for sixty (60) sharea of capital stack ot this corporation, from Charles A. hllng, who is the sole and lawfuhl owner of me. SAnd Chlarles A. llng, being first sworn by me in his ladividual capaiety. declares under oath that he is the sonle Slegal owner of the aforementioned Item Imd property and that same 1is fully paid for and tree from all emeumbrances and he has full legal right to dlipose of same as above. Thus done, swora and passed at my of flee, in the city of New Orlens, aon the r day, month and year herelin first above Swritten in the presence of William 1 Bolselle and C. B. Boyle, eompetent wit Sesses, who horeunto sign their namoen with said appearers and me, notary, after de reading of the whole. (Original shined): SCharlee A. Eming. 68 shares L. J. SMamer, 1 share; Geo. I. Langhoff, 1 share. WUtnessee: Wla. Bolsellc. C. B. Boyle. k CORNIELIUS W. PUNIIKY., Notary Public. I, the undersigned. Recorder of Mort gages in and for the Parish of Orleans. . Stato of Louiatdna, do hereby certify that tbeabovo and foregoing act of Incorpomr tion of the Peerless On Company, Ince.. was this day dauly recorded in my ,leee in Book lSU8 Folio 462. New Orleans, La., July 1, 1Il6. SROBT. SCOTT, Deputy Recorder of Mortgrage. m, L the undersigned notary public, do It hereby certify that the above and fore d going le a true and correct copy of the d aset of incorporatlon of the Peerles Oil SCompany, inc., of record and on file in Smy itfiee, together with the certifleate o e. the Deputy Recorder of Mortgagesn at . tacked thereto. d C. W. PUNeKEY. Notary Publle. I (Correction in the name of Emilng l. made by me. Notary). a July 20-Aug. 10. II - S A Painful Spentanle. a Wby are these womlen hspI Sabout ln the tr?" h "TheyT are practleing aethetle dae. I: ig to reduce their gllres." S "They are all fat." "Yes. When aethetielm tips the r. 5eales at 200 pounds there's nothlag addr In ll1f."