The herald. [volume] (New Orleans, La.) 1905-1953, 1911-12-07
ARTICLE ~.

ARTICLE ~.
The authorized capital stock of this cor |
poraTion is hereby fixed at two hundred and /
iiftv thousand dollars $3.50. OOO. OOb. divided |
into and represented 10y i've thousand TO- |
OOOI shares Of the par value of nifty dollars |
SCOOP each said stock shall consist OF |
two different classes: one thereof being |
known as the preferred stock and the other |
as the common stock: the amount of the |
preferred stock shall be one hundred and |
twenty-five thousand dollars tSl2I.uOo.uol. |
divided into and represented by twenty-five |
hundred t2.JOOl shares Of the par value of |
fifty dollars lSJo.OOD each.
Said preferred stock shall be entitled by
preference and priority over the common
stock Of the corporation to dividends Of six
per cent. per annum, payable out of the net
profits of each year: said dividends shall be
cumulative and limited To six per cent. per
annum and said preferred stock shall be
entitled To no other or further share in the
net profits.
No dividends shall Dee declared or paid on
the common stock until the full redemption
and retirement of all preferred stock issued
ana outstanding together with all aCcumu
lativc dividends thereon.
said preferred stock or any part thereof
then outstanding. may at the option of the
company exercised at any time be- called in,
redeemed and retired by the company nj
par and accrued dividends.
The right To forecoSe or dissolve the
corporation or have a receiver appointed
therefor shall not he vested in the holders Of
the preferred stock on account of the failure
or inability Of the corporation TO pay such
dividend in each and every year: but in
| case of such failure the deficit in the divi
dend for such year shall be added 20 the
dividend due for the following year or
years.
In the event of any liquidation or dissolu-
| tiOn of the corporation the holders of the
preferred stock shall be paid in full the
par value Of their shares with all accrued
1 Nftrfl Il nd aF 2 h.a FNnN A
| holders Of the preferred stock of its par
value with all such accrued dividends, the
| remaining assets and funds shall De diStrib-
uted among the holders of the common stock.
The common stock Of this corporation is
hereby fixed at the sum of one hundred and
twenty fiye thousand dollars tSl2J,OOOOOb,
divided into and represented by twenty five
hundred t2.5O0l shares of the par value OF
fifty dollars (S50.OO) each.
said common stock shall be entitled 10
dividends and TO share in the assets and
funds Of the corporation subject to the re
strictons above provided In favor of the
preferred stock
The holders Of common and preferred
stock shall have respectively the same right
to participate in the management of the af
fairs of the corporation and shall be alike
entitled to hold its offices, be members of Its
board of directors and vote at stockholders
meetings; provided, however. that no sal,
or mortgage of the real estate at any tim'
belonging TO said corporation shall be made
| Wltnput the written consent OF the nolueTi
of at least three-fourthS of the preferred
stock at that time issued and outstanding
and provided, further, that no increase o
T the capital stock Of said corporation shall
, be made until approved in writing by tn
holders of at least majority of the sal,
> preferred stock then issued and outstanding
The stock of this corporation in whole o
! in part may be issued for money or pro
5 in payment for services or labor performet
for the corporation. All OF said stock shal
2 be full paid and worcestershire. Transfer
2 thereof shall not he binding upon the com
4 pany unless recorded on its books. The cor
poratiOn may begin its operation and bust
2 ness as soon as one hundred thousand do
lare of its common stock shall be subscribe
Y for.
ARTICLE v
: The business of this corporation shall b
, managed and all the corporate powers there
y of shall be vested in and exercised by
= be elected from among the stockholders an
= a majority of the board present in persO
3 shall at all times constitute a quorul
thereof
The first board of directors of this corp,
ration shall be composed of Charles
YerkeS, William \. Mcclure, Irving X. Saa
9 Edward L. Szabary and L. Jacobs, with Wi
:, liam A Mcclure as president, Irving r. Sa;
!, as vice-president. Charles f. Yerkes as Sc
20 rotary and treasurer. Said officers and d
y rectOrs shall hold Office until the secon
-.
successors are duly elected, qualified and Il
stalled On the said second Tuesday
December, 1912. and annually thereafter
meeting of the stockholders of this corpor
q tion shall be held at its domcie for II
20 purpose of electing directors for the ensuir
~ year. Said election shall be by ballot ar
to the stockholders receiving a majority of Il
~ votes cast shall be declared elected A fai
ure from any cause, whatsoever, to no
D this said annual meeting or failure to ele
u directors on the day above specified sha
not dissolve the corporation, but the dire
tors and officers then in Office shall no
over until their successors shall have bee
duly elected, qualified and installed, and
shall be the duty Of the board of directo
to convene within ten days another meetiI
of stockholders for the purpose of electiI
directors, of which meeting each stOckhold
shall have three days prior notice in wri
ing. The failure to elect directors at sa
second meeting shall likewise not dissol
this corporation but the incumbent office
/ shall remain In Office and there shall be
r election Of directors by stockholders unit
the date of the next annual meeting
d The directors as soon as possible aft
" their election shall qualify, take office al
elect from among their number a preside1
vice-president, a secretary and a treasure
The offices of secretary and treasurer or Il
offices of president and treasurer, or the {
fees Of vice-president and treasurer may
of filled by one person. The board of directo
ur shall have the management and control
On the ordinary business and affairs of sa
es corporation and shall have power to see
b. and employ such agents and employees al
ly 10 enact such bylaws, rules and regulatio
or as they may deem necessary and proper (
a. the conduct Of the business of the corpoI
m ton.
ly In case OF a vacancy on the board of dirt
ms tors, or among any of the officers. such V
no cancy shall be filled by the remaining dir,
es tors at a special meeting called for tn
VS. purpose after three days notice thereof h
he been given in writing to the remaining me
m bers Of the board
Is,