The herald., 1912-10-10

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; 10 build and maintain wharveS,
pipe lines and machine shops: 10 own and
control letters patent and inventions; 10
build, own and operate hotels and other i'm
proved realty and generally 10 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 is hereby fixed at the sum
OF three million dollars iS3 900 600 90, .
which shall be divided into common and
preferred stock. OF the common stock there
shall he 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 (slOOOO) each. The
said two million dollars $4,000. 600 OOl Of
preferred stock shall be entitled 10 receive
dividends at the rate of seven per cent (1CT)
per annum, payable annually on the first
day of September Of each year out Of the
earnings of the corporation before any div
lOenl snail De PAID upon the said common
stock, and such dividends shall be cumula-
tive 50 that any deficiency in the dividends
10 Oe paid on said preferred stock in any
year shall be made good out Of the earnings
or subsequent years before any dividend
shall be paid upon the said common stock
And in case there shall remain surplus
after paying the said dividend on the pre-
ferred stock. the said surplus wholly or in
part, as the directors may deem adviSa bic
shall be paid TO the holders of the common
stock. On the final liquidation of the cor
poration all arrears Of dividends, If any.
shall be paid 10 the holders of the preferred
stock. aud 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-
celyed by the corporation and when issued
| shall be fully paid and non-assesSa bic. 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 10 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.
| Post. Inc preferred STOCK snail nave no NOf
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 1t be made on tn,
books OF the corporation by the owner II
person or by written power of attorney anC
all certificates Of stock shall be signed by
such officers as may be designated by th'
ARTICLE V.
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 a quorum for the transac
| tion OF all business. These directors shall
| be elected at the annual meeting of tn,
stockholders 10 be held on the first Monday
or 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 cleo
tlon shall take place upon ten days MOTTO
duly mailed to each stockhOlder at his las
4 place of residence known TO the company
The election of officers and directors shal
| 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 a majority Of the votes cast shall l.
necessary TO elect. Any vacancy occurring
| in the board of directors shall be filled D,
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,
al the said annual meeting shall hold Ofic
for one year; but the failure TO hold III
said annual meeting or TO elect the officer
and directors shall not forfeit the charte
of this corporation-the then officers and al
rectors continuing In Office until their sue
cessors are appointed.
ARTICLE VI.
/ The board Of directors 10 manage the bus
mess and affairs Of this corporation for I'll
nrst year will be named al a special meet
ing OF the stockholders of this corporation
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
, sors are duly elected.
At the same time that the first board o
directors Is elected a president, vice-presi
dent, secretary and a treasurer Will b
named TO conduct the affairs Of the com
pany and to hold Office until the first Non
day Of January of 1913.
ii ARTICLE VII.
:. These articles OF Incorporation NAV b
modified, changed or amended, or this cOrpor
alton may be dissolved, upon an affirmative
vote OF three-fourths of the outstandn
common stock represented at a general meet
ing held for that purpose after thirty day
previous notice Is given in one newspape
published in the city Of New Orleans. Low
isiana. In addition to the notice by news
paper publication, each holder of commo
stock shall receive written notice OF an
stockholders meeting, which notice shall b