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

|
quire, hold and dispose Of stocks, bonds, ana
other evidences Of Indebtedness OF railroads,
street railways and tramways, FERRIES ca
nails. telephone and telegraph companies,
electric light, power. heat apd lighting com
panies, gas, waterworks and gas companies
| Of the character hereinabOve described, ana
! in respect of any and all such stocks and
bonds to possess and exercise all the pow
erS OF individual owners thereof. including
| the right to vote thereon Except the Dusl-
ness OF stock jobbing, which is hereby ef,
preSsly excluded, and generally TO hold ana
| exercise all such incidental powers ana
privileges as relate 10 the business and pur-
poses hereinabOve set forth. or that may
| hereafter be conferred by law upon TINS
company or companies OF similar character
and to do any and all things necessary ana
proper TO carry out the business ana pur-
poses of this corporation as herein set out
without further authorization from the
shareholders
| The capital stock Of this corporation Is
hereby fixed at and declared To be the sum
of one million five hundred thousand ISL
JOO. 100000 dollars, to be represented by
fifteen thousand 1J,0O0) shares of one hun
dred (S1OO.OO) dollars par value.
| These shares shall be divided into pre-
| ferred of which there shall be five thousand
| 10000 shares, and common, or 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 De entitled TO
| receive dividends at the rate OF six (690)
| per ce0tum per aDDu1n ana no mtIt, lTOl
the LIST day OF July 1912, for that and sub
| Sequent years, out Of the net earnings or
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
lany payment is made upon the common
shares, which shall receive the rest OF the
assets.
At all elections for directors or meetings
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 vote Of three-f0urths of the out
standing shares of each class, taken separ-
| ately, at a special meeting held for the
purpose.
The company shall commence business and
become a going concern as soon as thirty
| 800 shares shall have been subscribed.
| The shares of the capital stock OF this
| corporation shall be paid for in money, or
! for labor done or services rendered, or such
| shares as may be issued or delivered for
other property rights and franchises 10 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-
| pedient. The capital stock Of the corpora
tiOn 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 OF 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 cOrpO-
rate purposes in payment, exchange or other
| wise, for any OF the shares or capital stock
| OF this corporation, and fixed by the board
| OF directors upon such terms and conditions
| fOf the issuance Of such shares Of stock,
| shall be conclusive evidence OF such valha-
ton; ; and any and all persons, partnerships,
assOcia tions, corporations, stockholders or
| creditors dealing with this corporation, are
| concluded thereby, and any and all persons,
partnerships, associations, corporations,
| stockholders or creditors dealing with this
| corporation, hereby waive any right or
cause OF action against the original or sub
seqTent 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
worcestershire 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
IFS by- laws and the management and
| troll OF Its ana irs, shall be vested in and
exercised by board Of directors composed
OF not less than three CD or not more than
seven 20 persons, who shall be the holder
OF at least one (1) share (either preferred
or commOn) of the capital stock Of this
company, a majorit" 4 whom represented
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
first Tuesday In January Of each year. Each
holder Of stock shall be allowed to vote in
person or by written proxy, one vote for
elections shall be held under such rules and
| regulations as may be adopted by the board
Of directors. The directors thus elected
shall continue In office for one year, and I'M
/
elected and qualified Any failure to elect
officers or directors shall not be regarded as
a forfeiture of the charter. Any vacancy
occurring 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.
stftute the first board of directors Charles
ID. Warren, c. Il. A. Carr, r. Howard Nc
Caleb, a majority of whom shall constitute
a quorum, with Charles ID. Warren as presi-
dent, c. E. A. Carr vice-president, and Il.
Howard McCaleb secretary, who shall be the
officers Of the corporation and shall serve
until the regular meeting on the first Tues
day In January, 1913, or until their success
sors have been elected and qualified.
| The first board Of directors may increase
the number Of directors to seven (7), to be
selected by said board without any further
authorization of stockholders until the next
annual meeting for election Of seven ca
directors.
/ ARTICLE vi.
The liability Of the stockholders of this
| corporation for the contracts or faults of
this corporation is limited to any unpaid
balance that may be due by them respective
| ly on their subscriptions.
| No mere informality in this act of incor-