The herald., 1912-08-29
AMENDMENT TO CHARTER
OF DAMERON-PIERSON COMPANY, LIN
TIED.


Be it known. that on this twelfth day OF
the month of July, in the year of our Lord
one thousand nine hundred and twelve and
of the independence of the United States or
America the one hundred and thirty-seventh,
before me, Felix Joseph PUG, notary pub
lie duly commissioned and qualified, in and
for the parish of Orleans, state of Louisiana,
therein residing, and In the presence or the
witnesses hereinafter named and under
signed, personally came and appeared:
Frank Cameron, of the full age OF majority
and a resident of this city, herein appear
ing and acting as president, and q. King
Logan, of the full age OF majority and
resident of this city, herein appearing and
acting as secretary OF the Dameron-PiersOn
Company, Limited, who declared that at
general meeting of the stockholders of the
cameron Pierson Company, Limited, cor
pOratiOn created under the laws of the state
of Louisiana, as per act OF Incorporation eX-
ecuted before William Brewer, a notary
public in this city, on Feb 1, 1904, and regis
tered in the mortgage office of this city In
book ISL, folio 14S, was convened at It's 90
micile at the corner of Natchez Alley and
Camp street In this city, on June Is, 1872,
after due notice of said meeting had been 81
ven by publication in the Algiers Herald,
newspaper published In the city OF New Or
leans, after thirty days prior notice given
as aforesaid and by forty days written no.
tice mailed to each stakeholder. That BOTH
said notices. the one by publication and the
one by writing mailed TO each stockholder,
set out the same purposes and objects, as
well as the time and place of the said meet
| ing; that the same had been called to de
| termine whether or not the charter OF said
| corporation should be changed, altered or
amended. 800
That on the eighteenth day of June, 1912,
said general meeting of stockholders was
| held at its domicile aforesaid, and there
were present or represented the holders ana
owners of five hundred shares which repre-
sent and constitute the entire outstanding
| capital stock Of said corporation That at
| said meeting IL was unanimously resolved
H. l11I or,1 If So
five hundred shares which represented the
total outstanding capital stock Of said Dam
eron-Pierson Company, Limited:
That said Article Second of said charter
be altered and amended so as to read as
| follows:
The capital stock Of said corporation Is
hereby fixed at the sum of S14O,OOOOO, d.
vided into and represented by 1.4OO shares
| of the par value OF one hundred dollars each.
That said stock shall consist of and be Is
sued as two different classes /: the first there
| Of shall be known as the First Preferred
| stock and the second as the common stock.
| Section /. The amount Of first preferred
| stock Is fixed at the sum OF S4O,OOO.OO, di-
vided into and represented by shares OF a
par value Of one hundred dollars each. The
| first preferred stock shall be entitled by
| preference and priority over the common
stock of this corporation, to dividends In
each and every year at the rate OF Z per
| Such dividends shall be cumulative, limited
| to per cent per annum and the first pre-
| ferred stock shall be entitled to no other or
| further shares in the profits except as here
matter provided. All payment of dividends
| on the said first preferred stock shall be
without deduction for any tax or taxes
which by any present laws or future laws
| of the United States or of the state OF
Louisiana. may be payable for or in respect
| to the said dividend for national, state, mu-
nicipal or other purposes; said corporation
hereby agreeing to pay such tax or taxes
| -hfa oh fhn Gai ST. pkh
or hereafter be required by any such law To
pay or retain thereupon.
| In the event of any dissolution or liqui'
dation or winding up, whether voluntary OF
Involuntary of this corporation, the hold
ers of the first preferred stock shall be paid
in full by preference over the common stock
holders the par value of their shares 10.
gether with the dividends AZ the rate OF
per cent to date of said liquidation.
The board of directors shall have author
ity by not less than two-thirds ahrmatlVe
vote of the entire board to retire after CIV
ing sixty days notice of intent so TO do, the
whole or any part Of the outstanding FIRST
preferred stock upon paying to the holders
| of the same one hundred and five dollars pei
share and all due dividends, or II the said
holders are unknown or refuse to receive
the same, to deposit the amount due to them
in any solvent bank in the city of New Or
leans, notifying the holder of record OF
said deposit, by registered mail, at his last
designated address, or, IL he has not desig
mated any address at the General Delivery
in New Orleans, such deposit shall put the
said sum at the risk of the former stock
holder and shall terminate in full the In
terest of the former owner thereof In the
company or his claim against 1t, in so fal
as Il arises from said share. In case the
board of directors should determine to re
tire only a portion of the said preferred
stock. the portion so retired shall be dis
tributed pro rate among the holders o.
record Of said class of preferred stock, eacf
holder having the same percentage of hi:
holdings retired, provided that II the per
centage OF the holdings of any stakeholder
should be a fractional share the corporation
shall have the option Of retiring one share
less than the fraction or one share more
than the fraction.
Section 2 The amount of the said com
mon stock Is fixed at S10O,0O0.00, divided
into or represented by 1000 shares of the
par value OF one hundred dollars each anC
shall be entitled to such dividends as MAY
be declared by the board Of directors, sub
ject to the provisions of section 1 hereof
and not otherwise. The said common stool
shall in the event of any liquidation or dis
solution or winding up, whether voluntary oil
involuntary, of this corporation be entitled
TO the entire residue of the assets OF TIL:
corporation, after the payment of the
amounts accruing to the holders Of the frs
preferred stock, In accordance with sector
hereof.
All voting rights of this corporation shall
be vested exclusively In the common stool
at all elections of directors or otherwise.
Separate stock books and stock register!
shall be kept for each of the said classes
Of stock. The whole or both of said classes
Of stock or any part thereof may be issuet
or delivered to any person, firm or corpora
tion for the requirement of their rights
privileges, franchises, property, servitude'
or any part thereof owned and controlled
by any such person or corporation; also
for cash or in installment of such amounts
| as the board of directors may determine, alst
for merchandise received or for services
actually rendered to this company.
The board of directors Is specially author
lied to dispose Of the stock for any and al
| of the purposes above stated as In Its judg
ment may seem fair and proper.
The capital stock may be increased as pro
vided by the laws Of this state and when In
creased, fifteen days notice, In writing shall
be given to each stockholder who shall hav
during such time the right to subscribe 70
the increased stock In proportion to tn
number of shares then owned by him o
them, which additional share shall be pal,
for as the board of directors may direct.
All transfers Of stock shall be made upol
the books Of the corporation.
II any installments on stock subscribe,
for should not be paid within thirty day
after a call therefor, such stock togethe
| with all the installments paid thereon ma,
be forfeited to the company by a resolution
Of the board Of directors.
In the event that any stakeholder shall
desire to dispose of his stock, same must b
first offered to the board of directors Il
writing. who shall have five days within
which to purchase the same for the com
pany.
In the event of the failure of the boar,
Of directors to purchase said stock, II shall
be offered to the then stockholders VIII,
shall have five days within which to pur
chase the same.."