The herald. [volume] (New Orleans, La.) 1905-1953, 1912-07-25


of the character hereinabove described, and
In respect OF any and all such stocks and
bonds TO possess and exercise all the DOW
ers OF individual owners thereof, including
the right to vote thereon Except the bust
ness OF stock jobbing, which Is hereby e1-
preSsly excluded, and generally to hold and
exercise all such incidental powers and
privileges as relate TO the business and pur-
poses hereinabove set forth, or that NAV
hereafter be conferred by law upon this
company or companies OF similar character:
and to do any and all things necessary and
proper 10 carry out the business and pur-
poses of this corporation as herein set out.
without further authorization from the
shareholders.
ARTICLE ".
The capital stock OF this corporation is
hereby fixed at and declared to be the sum
of one million five hundred thousand ISL
5Oo.OOO.OOD dollars, to be represented by
fifteen thousand GJ,000D shares OF one hun
dred CS1O0.O0D dollars par value.
These shares shall be divided into pre-
ferred, OF which there shall be five thousand
5000 shares, and common, OF which there
shall be ten thousand 100000 shares and
the certificates therefor shall designate the
class OF shares for which issued.
The preferred shares shall be entitled to
receive dividends at the rate Of six (6Go)
per centum per annum and no more, from
the LIST day Of July 1912, Cor that and sub
sequcnt years, out Of the net earnings OF
the company applicable TO dividends, before
any dividend shall be paid upon the common
shares, and these dividends shall be cumula-
tive.
After payment of the above dividends
upon the preferred shares, the remainder Of
the earnings of the company may, in the
discretion Of the board Of directors, be used
to pay dividends upon the common shares.
In the event Of liquidation OF the COM
pany for any cause, the preferred shares
shall be entitled TO be paid in full before
any payment Is made upon the common
shares, which shall receive the rest of the
assets.
A. OIL oI,o,ion. 60. 3iro..,.o -. iii.
OF the shareholders each share, whether pre-
ferred or common, shall be entitled to one
% vote, either by the owner in person, or
by his written proxy.
No change shall be made in the number
OF shares, either preferred or common, ex-
cept by a vote of thrse-fOurths Of the ont-
standing shares OF each class, taken separ-
ately, at special meeting held for the
purpose.
The company shall commence business and
become a going concern as soon thirty
t30l shares Shall have been subscribed.
The shares OF the capital stock OF this
for labor done or services rendered, or such
shares as may be issued or delivered for
other property rights and franchises TO be
taken, accepted and received by the cOrpO-
ration for its corporate purposes, at such
valuation and upon such terms for said
shares as the board Of directors may deter
mine and direct from time to time to be ex-
pedlent The capital stock OF the corpora
ton may be increased or reduced by pro-
ceedings taken in the manner prescribed by
law.
The shares OF the capital stock of this
corporation may be issued for money, for
labor done or services rendered, or for other
property rights and franchises, which may
be thus paid for or exchanged and made
over to the company. The valuation of any
and all rights, contracts, labor or services,
and property movable, immOvable and mix
ed, corporal or incOrporeal, accepted and
received by the corporation for its copo-
a N in ~
wise, for any of the shares or capital stock
OF this corporation, and fixed by the board
or directors upon such terms and conditions
fot the issuance of such shares of stock
shall be conclusive evidence of such valua-
ton; and any and all persons partnerships
associations, corporations, stockholders or
creditors dealing with this corporation are
concluded thereby, and any and all persons,
stockholders or creditors dealing with this
corporation, hereby waive any right or
cause OF action against the original or sub
segment owner or owners Of such shares of
the capital stock issued to It, him, her or
them In payment or exchange for labor done
or services rendered or for such rights,
franchises, credits, contracts and property
valued by the board Of directors as afore-
said; and each, every and any and all con
tract, contracts, or undertaking made by or
entered into with this corporation shall be
subject TO this provision of this charter
All OF said stock shall be full paid and
when issued and delivered
and transfers thereof shall not be binding
on the company unless recorded in its books,
and shall be further subject TO such rules
regulations and conditions as the board of
directors may prescribe.
ARTICLE v.
The corporate powers Of this corporation,
including the powers to make and amend
its bylaws, and the management and con-
troll OF its affairs, shall be vested in and
exercised by board Of directors composed
Of not less than three 81 or not more than
seven w ha tho hA1I
or at least one % share (either preferred |
or cOmmOn) Of the capital stock of this |
company, majority at whom represented |
either in person or by proxy shall consti- |
tute quorum for the transaction OF all |
business. |
Any director, in his absence from any
meeting OF the board of directors, shall have |
power TO appoint in writing another director |
Or stakeholder as his proxy, with full power |
TO act in his stead at such meeting.
The directors shall be elected annually by |
ballot by the holders OF the stock, on the |
frst Tuesday In January Of each year. Each |
holder of stock shall be allowed to vote in |
person or by written proxy, one vote for |
each share OF stock owned by him, and all |
elections shall be held under such rules and |
regulations as may be adopted by the board |
Df directors. The directors thus elected |
shall continue in Office for one year. and I'M |
til their successors shall have been duly |
officers or directors shall not be regarded as
4 forfeiture Of the charter. Any vacancy |
on said board Of directors shall |
be filled by the remaining directors from |
among the stockholders for the unexpired |
term.
The following persons shall be and con.
stitute the firSt board OF directors Charles /
D. Warren, c. Z. A Carr, f. Howard Nc |
Caleb, a majority Of whom shall constitute |
quorum, with Charles ID. Warren as presi- |
lent, c. f. A. Carr vice-president and Il. |
Howard McCaleb secretary, who shall be the |
Iffcers of the corporation and shall serve
until the regular meeting on the first Tues
lay in January, 1913, or until their success
,ors have been elected and qualified.
The first board Of directors may increase
The number Of directors to seven %, to be
selected by said board without any further
of stockholders until the next
annual meeting for election Of seven ca |
directors.
ARTICLE VI.
The liability OF the stockholders of this
for the contracts or faults of |
his corporation Is limited to any unpaid
balance that may be due by them respective
y on their subscriptions.
No mere informality in this act of incor-
)oration shall render this charter void, or
Expose stockholders TO liability beyond the
amount of their unpaid subscriptions.
ARTICLE VII.
This charter may be amended. or this
corporation may be dissolved. with the as
ent of the stockholders holding a majority
II the outstanding stock, at a general meet
ng convened for that purpose, and at least
en- Q0) days notice shall have been given
o the stockholders through the mail, ad-
dressed to their last known respective places
Il business.
In case of dissolution by the expiration Of
his charter or otherwise, the affairs Of this
shall be liquidated by three CD
stockholders to be elected at the meeting