The herald., 1912-10-24

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 wharves,
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 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 0OO. 90, ,
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 sof the preferred there shall be
| twenty thousand shares of the par value of
| one hundred dollars (S100.00) each. The
| said two million dollars $4,000, 100000 of
preferred stock shall be entitled to receive
| dividends at the rate of seven per cent (7Ct)
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
| 10 be paid on said preferred stock in any
| year shall be made good out of the earnin IS
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-
| ferred 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 all arrears of dividends, IL any.
shall be paid TO the holders of the preferred
| 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 holdeIS of the
common stock.
The preferred and common stock Of this
corporation shall be issued only for cash
| services rendered, or property actually re,
ceived by the corporation and when issued
shall be fully paid and worcestershire. When
ever shares of stock are paid for in services
rendered or property received the said ser.
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
|
ers of the common stock.
No transfer of stock will be recognized by
the corporation unless II be made on tn,
books of the corporation by the owner II
person or by written power of attorney, and
all certificates 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 a board of directors
composed OF seven stockholders, five of whom
shall constitute quorum for the transac
tion of all business. These directors shall
be elected at the annual meeting of tn,
stockholders to be held on the first Monda!
of each year, unless such Monday be a die
non, in which case the election will TAX
place on the next legal day thereafter, be
ginning with the year 1913. The said elec
tion shall take place upon ten days MOTTO
duly mailed to each stakeholder at his las
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 eacl
! share of stock owned by him. This stool
may be voted in person or by written proxy
and majority OF the votes cast shall b
necessary to elect. Any vacancy occurrin
in the board of directors shall be filed b.
the remaining members Of the board. Tn
new members. so elected, shall hold offic
, until the next annual meeting of the stock
holders. The officers and directors electe
at the said annual meeting shall hold oftic
said annual meeting or to elect the officer
and directors shall not forfeit the charte
of this corporation-the then officers and q
, 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 tn
first year will be named at a special meet
ing of the stockholders of this corporatio
. within thirty days after the passage of thi
act, and will hold Office until the first Mon
> day of January, 1913, or until their success
e sors are duly elected
: At the same time that the first board o
: directors Is elected a president, vice4pres
d dent, a secretary and a treasurer will b
d named to conduct the affairs of the CON
? pany and to hold Office until the first Nor
) day of January OF 1913.
oil ARTICLE VII
= These articles of Incorporation may b
II modified, changed or amended, or this corpol
l. alton may be dissolved, upon an affirmativ
d vote Of three-fourths Of the outstandin
!, common stock represented at a general meet
d ing held for that purpose after thirty day
.. previous notice is given in one newspape
n published In the city Of New Orleans, Lou
o isiana. In addition to the notice by new:
l. paper publication, each holder Of commo
r stock shall receive written notice of an
D. stockholders meeting, which notice shall