The herald. [volume] (New Orleans, La.) 1905-1953, 1912-11-07

crate telephone and telegraph lines with all
| necessary equipment; 10 build, own, main
tain and operate electric plants and gener-
ally to 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
everything necessary, suitable or proper for
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 TO enhance the value
OF or render profitable any of the corporate
property or rights.
ARTICLE ".
The amount of the capital stock of this
corporation ,G1rn lis, Is hereby fixed at the sum
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 (S1OO0O)
each; and OF the preferred there shall be
twenty thousand shares of the par value of
one hundred dollars (S1OOOO) each. The
said two million dollars $4,000, 900. OO) Of
preferred stock shall be entitled TO receive
dividends at the rate of seven per cent (7ct5
per annum, payable annually on the first
day of September Of each year, out OF the
earnings of the corporation before any div
idend shall be paid upon the said common
stock, and such dividends shall be cumula-
tive so that any deficiency In the dividends
TO be paid on said preferred stock in any
year shall be made good out of the earnings
OF subsequent years before any dividend
shall be paid upon the said common stock
And In case there shall remain a surplus
AFTER paying the said dividend on the pre-
ierred stock, the said surplus, wholly or in
part, as the directors may deem advisable
shall be paid to the holders of the common
stock On the final liquidation of the cor
poration an arrears OF dividends, IL any,
n hnl 90 - n
stock, and the preferred stock shall be paid
In full before any payment shall be made to
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-
shall be 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-
lent to the face value of the stock issued for
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 vot-
Ing power at all, the entire MANAGEMENT of
the corporation Is hereby vested in the own
ers or the common stock.
No transfer Of stock will be recognized BY
the corporation unless II be made on the
books OF the corporation by the owner In
person or by written power of attorney, and
all certincates OF stock shall be signed by
such officers as may be designated by the
board Of directors.
All the corporate powers OF this corpor-
alton shall be vested In board Of directors.
composed OF seven stockholders, five Of whom
snail constitute quorum for the transac-
ton or all business. These directors shall
De elected at the annual meeting OF the
stockholders to be held on the first Monday
or 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
tlon snail 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
snare or stock owned by him. This stock
may may De voted IN person or by written proxy,
and a majority Of the votes cast shall be
necessary to elect. Any vacancy occurring
In the board of directors shall be filled by
the remaining members Of the board The
new members, so elected, shall hold Office
until the next annual meeting of the stock
holders. The officers and directors elected
at the SAID annual meeting shall hold office
Tor one year; but the failure to hold the
and directors shall not. forfeit the charter
or this corporation-the then officers and dI-
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
nrst 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 yiceIpresi-
dent, secretary and a treasurer will be
named to conduct the affairs of the COM
pany and to hold Office until the first Mon
day Of January OF 1913.
ARTICLE VII
These articles of Incorporation NAV 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 al 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
lsiana. In addition to the notice by news
paper publication, each holder OF common
stock shall receive written notice of any
stockholders meeting, which notice shall be