The herald., 1912-10-17

crate telephone and telegraph lines with all
necessary equipment; TO build, own, main
tain and operate electric plants and gener-
ally 10 deal in the electric light and power
business; TO build and maintain wharyes,
pipe lines and machine shops TO own and
control letters patent and inventions: TO
build. own and operate hotels and other i'm
proved realty and generally to do all and
the accomplishment of any OF the purposes
and the attainment of any of the objects
hereinbefOre enumerated. or which shall. at
any time, appear for the benefit Of the cor
poration, capable of being carried on in con-
nection with the above powers or calculated
directly or indirectly 10 enhance the value
OF or render profitable any Of the corporate
property or rights.
ARTICLE ".
The amount Of the capital stock OF this
corporation is hereby fixed at the sum
OF three million dollars $4,000, 900 OOD,
which shall be divided into common and
preferred stock. OF the common stock there
shall be ten thousand shares, of the par
value OF one hundred dollars 100000
each and Of the preferred there shall be
twenty thousand shares Of the par value of
one hundred dollars (S10OOO) each. The
said two million dollars $4,000 600 OO OF
preferred stock shall be entitled TO receive
DIVIDENDS at the rate OF seven per cent (7Gc)
per annum. payable annually on the first
day OF September Of each year, out Of the
earnings or the corporation before any div
ldend shall be paid upon the said common
a.
tive so that any deficiency in the dividends
10 be paid on said preferred stock in any
year shall be made good out of the earnings
OF subsequent years before any dividend
snail be paid upon the said common stock
And In case there shall remain a surplus
after paying the said dividend on the ore
ferred stock, the said surplus. wholly or in
part, as the directors NAV deem adyisahle
shall be paid TO the holders of the common
stock. On the final liquidation of the cor
poratlon al arrears Of dividends. If any.
shali be paid TO the holders OF the preferred
stock, and the preferred stock shall be paid
IN full before any payment shall be made 10
the holders of the common stock but when
such arrears OF dividends and the face value
OF the preferred stock shall have been paid.
the holders thereof shall receive no other
or additional payments whatever: but the
balance Of the assets OF the corporation
shall belong entirely TO the holders OF the
common stock.
The preferred and common stock of this
corporation shall be issued only for cash,
services rendered, or property actually re-
cslTed by the corporation and when issued
snail DE fully paid and worcestershire. When
ever shares OF stock are paid for in services
rendered or property received the said ser
vices or property must have a value equiva-
them. :
Each share of common stock issued by
this corporation shall be entitled TO one vote
whenever voting is necessary for any pur-
pose. The preferred stock shall have no yot-
ing power at all, the entire management of
| the corporation Is hereby vested In the own
ers OF the common stock.
No transfer of stock will be recognized by
the corporation unless II be made on the
| books or the corporation by the owner in
person or by written power Of attorney. and
all certificates of stock shall be signed by
sucn ofncers as may be designated by the
AETICLE V.
All the corporate powers OF this corpor-
alton shall be vested In a board Of directors.
/ aN 4
snail constitute a quorum for the transac-
ZION or all business. These directors shall
| be elected at the annual meeting of the
stockholders TO be held on the first Monday
OF each year, unless such Monday be a dies
| non, In which case the election will take
place on the next legal day thereafter. be-
| ginning with the year 1913. The said cleo
ton shall take place upon ten days notice
duly mailed TO each stakeholder at his last
place OF residence known TO the company.
The election of officers and directors shall
| be by ballot and each holder OF common
STOCK shall be entitled TO one vote for each
share of stock owned by him. This stock
| may be voted In person or by written proxy,
and majority Of the votes cast shall he
necessary TO elect. Any vacancy occurring
| In the board of directors shall be filed by
| the remaining members OF the board The
| new members, so elected. shall hold Office
until the next annual meeting Of the stock
noiden. Inc ofncers and directors elected
az the said annual meeting shall hold Office
Tor one year; but the failure to hold the
| said annual meeting or to elect the officers
| and directors shall not forfeit the charter
OF this corporation-the then officers and d.
| rectors continuing in office until their sue
| cessors are appointed.
| ARTICLE VI.
| The board OF directors TO manage the bus
mess and affairs Of this corporation for the
hrst year will be named at a special meet
| Ing of the stockholders OF this corporation
| within thirty DAYS after the passage OF this
act, and will hold Office until the first Mon
day of January, 1913, or until their success
| sors are duly elected.
At the same time that the first board OF
directors Is elected a president, yicepresl-
dent, secretary and a treasurer will be
| named TO conduct the affairs of the CON-
pany and to hold Office until the first Mon
day Of January of 1913.
ARTICLE VII
These articles of incorporation may be
modified, changed or amended, or this corpor-
alton may be dissolved, upon an Affirmative
vote of three-fourths Of the outstanding
common stock represented at a general meet
! ing held for that purpose after thirty days
previous notice Is given In one newspaper
published In the city OF New Orleans, Lou
isiana. In addition to the notice by news
paper publication, each holder Of common
stock shall receive written notice OF any
.Gfoefho1der4 meeting. which notice shall be