The herald., 1913-03-06

holders
OF the shares authorized seven hundred
and fifty shares shall be preferred stock,
all to be now issued, and not TO be In
creased as hereinafter provided, and twenty
five hundred shares shall be common stock:
The terms, conditions, limitations and
provisions upon which said preferred stock
Is issued are these: 80
(1D The holders thereof shall be entitled
TO receive out of the net profits a fixed div
idend at the rate of ten per cent per annum
on the 18th day Of February OF each year,
before any dividend can be set apart or
paid on the common stock for the period
heretofore elapsed. and the principal or par
value Of said preferred stock and ten per
cent premium thereon, with cumulated ~
per cent dividends and SIX per cent inter
est on arrears from the time they become
due shall be paid in full out of the assets
of the company in preference to the com,
mon stock in the event or any llquldauon OF
the company, whether through insolvency or
the termination of its corporate existence |
or any other cause before any distribution
of capital shall he made to the holders or
the common stock. The dividends on the
nrefprred stock are to be cumulative ana
hear six per cent interest on arrears from
the time they become due. as herein pro |
vided so that If for any period or periods
the same are not paid, the right thereto |
shall cumulatp as against the common stock
and all arrears thereof so cumuiated ana
interest thereon aS herein provided Tor must
he paid before dividends can be PAID on lhe
common stock. Such preferred stock, now
ever shall not be entitled to participate IN
any other or additional earnings or proht
Until the preferred stock has been retired
the dividends on common stock in one year
shall not exceed twenty thousand dollars
and no dividend shall be declared on the
common stock the payment or whlch VIII
reduce the surplus below the amount shown
| by the statement to be prepared by pubic
| accountant on April !. 1913. beginning
| April 1, 1918. there shall be annually re-
| tired twenty-five thousand dollars or me
! prafprred stock at the price fixed in this
| charter or else there shall be added annu-
ally to the surplus as shown by the state
| ment of April l. 1913, the sum or twenty
| five thousand dollars until March 81, l3lN,
| and until such preferred stock TO the extent
| OF twenty-five thousand dollars has been
retired each year, or the surplus has been
| Increased each year TO the extent of twenty
| five thousand dollars no dividend shall be
! declared on the common stock.
| C2) No additional mortgage shall he
placed upon the real estate OF the company
in the parish Of Orleans, or shall said real
| estate be sold unless the consent OF seven
| pirhfhs of the preferred stock shall nave
been first obtained in writing.
| ca The salaries of the officers of the
| company shall not he increased urscsS the
| consent of seven-elghths of the preferred
stock shall have been first obtained in writ
ing. -
| after be increased beyond the amount Oh
| seventy five thousand dollars.
| 90 The company shall have the option
| of retiring preferred stock in whole or In
| mart at time ana from time 10 time
and 1t shall be obligatory on it to retire
the same not later than February 10, 1918,
at a premium of 10 per cent, or at the price
OF $1,000 per share cash, In ADDITION 10
the cumulated dividends and interest there
on as herein provided for. Such retirement
shall be effected by payment out OF the sur
plus fund.- and In no case shall any such
preferred stock be redeemed for cash under
| circumstances which would produce an i'm
pairment Of the capital OF the company,
the outstanding common stock or the com
pany at no time TO be worth less imam par
Such retirement or redemption OF stock can
only be effected on one months notice after
ARTICLE V.
All the corporate powers OF said cOrpor-
| alton shall be vested in and exercised by
the hoard of directors, to be composed of
; ten stockholders, to be elected annually on
the first Monday in May Of each year, ex
cept IL be holiday, then on the next sue
ceeding day not a holiday, without the Tor
: mality Of notice of meeting TO stockholders
The first board Of directors appointed IL
this charter shall hold their Office until the
second Monday in May, 1914. at ten O'CLOCK
a. m, when their successors shall be In
Quoted into office. All such elections shall
: be by ballot, and conducted at the ofhce OF
: said corporation between the hours OF clever
O'Clock a. m. and three O'Clock p. m, unde
the supervision OF three commissioners, wh'
> shall be directors and appointed by TIT
: board of directors. Each share OF the com
: mon and preferred stock shall be entitled L
"
and majority Of the votes cast shall elect
Said commissioners shall make their re
turns in writing TO the secretary of the com
!: pany on the day OF the election or the fol
Z lowing day. and upon receipt OF said return
I the secretary shall notify the ten stock
{ holders receiving the highest number o
/ votes of their election. The directors thu
elected shall meet on the second Monday Il
I Nav following, at ten O'Clock a. m, cleo
& officers and transact business.
Until the preferred stock has been retire
! as herein provided the common stock shaI
I: elect six OF the directors and the preferre
: stock shall elect four.
II the dividends on the preferred stoc
!. shall not be earned and paid for perio
! of two successive years. then the preferre
!. stock shall elect six directors and the con
4 mon stock four. When the preferred stoc
shall have been retired, the common stoc
I shall elect the ten directors.
ANY vacancy occurring among the dire
/ tors by death, resignation or otherwise, sha
/ he filled by election for the remainder {
/ the term OF the board by the remaining d
rectors. A failure TO elect directors on tn
/ corporation, but the directors then in otiiC
| shall remain in the Office until their SUI
cessors are elected and qualified, and sha
/ cause another election to be held as 500
as possible thereafter, after ten days n
| tice thereof shall have been given by mai
| TO each stakeholder. Five directors sha
/ constitute a quorum for the transaction
| business
The board of directors named in tn
! charter shall, Immediately upon the orga
:. izatOn OF this company and the board
:: directors thereafter elected shall elect fro
!! their own number a president, a vice-preS
:. dent, q second vice-president, and seer
!. tary and treasurer.
=. The board Of directors shall have Il
:. power either to combine or separate the o
:: flee of secretary and treasurer, and in Il
= event elect a person not a director to
:; one of said offices.
I. Said board of directors may appoint fro
20 L m 10 m Snf1arintpndpntS officer
Z clerks or agents and other employees as TIL
Z may deem necessary for the purpose al
Z business Of said corporation, who shall no
8 office at the pleasure of the board. No ei
II ployee shall be employed for a longer peri
=" than one month without special reSoluti'
of the board Of directors.
Said board shall have full power and a
/ thority to acquire property, real, person
| or mixed, borrow money, execute mortgage
/ pledge its movable assets, issue bonds, not
/ or other obligations sell all or any porti
of the corporate property for cash or sto
in any other companies, or any other CO
sideration that they shall deem fair a
1 proper, provided the consent Of seven-eight
/ In amount of the preferred stock Is first {
] tanned, and generally to do all things RI
sonable and necessary for the proper carr
ing on of the business OF the corporate
lbs And also to issue and deliver full paid
10 shares of common stock in payment OF
RS, Dor done on property or franchises actua
us received by said corporation. Each dir
or tor shall have authority TO appoint In WI
md ing a proxy. who must be stakeholder
ON represent him at all meetings Of the boa
,eg ARTILE VI
.ne Shall any stakeholder desire to sell