The herald. [volume] (New Orleans, La.) 1905-1953, 1913-05-29

Q. The dividends on the preferred stock
are TO be cumulative and to bear six ttGoD
per cent interest on arrears from the time
that they shall have become due as herein
provided so that II for any period or pc
RODS such dividends are not paid the right
thereto shall emulate as against the com
mon stock, and all arrears thereof so cumu-
lated and interest thereon as herein provided
for, must be paid before any dividends can
be paid on the common stock. Such preferred
stock, however, shall not be entitled to par
ticipate in any other or additional earnings
or profits of the corporation.
2 Until the preferred stock with all ar
rears of dividends and interest on the same
! shall have been retired, as herein provided
for, the total amount Of the dividends on
the common stock In any one year, shall not
exceed seven (7G6) per cent on the face
value thereof. But none OF the provisions
OF this charter. either hereinbefore or here
matter set forth with regard to the pre-
ferred stock or with regard to any restric-
lions on the common stock, shall become Op-
erative or effective until the preferred stock
, herein authorized to be issued or any part
of the same shall have been actually issued
and paid for.
4. Beginning on April /, 1918, and annu-
ally thereafter on April ], there shall be
retired ten thousand (S10,0O000) dollars of
| the said preferred stock at the par value Oh
one hundred (s10O.00) dollars per share.
The directors, however, shall have the option
! of retiring the said preferred stock In whole
or In part at any time after its issuance, at
| a premium of ten (l0G5) per cent or at the
price Of one hundred and ten (S11OOO) dol
lars per share, In addition to such dividends
and interest as may be due thereon, as here
inbefore provided for. Such retirement shall
be effected only by payment out of the sur
plus fund Of the corporation, and In no case
shall any such preferred stock be redeemed
| for cash under circumstances which would
produce an impairment OF the capital OF
| the company, or which would cause the out.
/ N ha
than par. Such retirement or redemption OF
| stock as herein provided for shall be effected
only on thirty days notice after drawing
by lot.
] s. The preferred stock shall not here
after he increased beyond the amount of one
hundred thousand (S10O,000.00) dollars. ex
/ cept with the unanimous consent in writing
OF all of the holders of the preferred stocl
that may be outstanding at such time. The
salaries of the officers of this company shall
not be increased until and unless the con
sent of those holding three fourths OF tn,
preferred stock then outstanding shall have
first been obtained in writing.
Article V.-All the corporate powers o.
this corporation shall be vested in, and ex
ercised by, Board Of Directors, to be com
posed Of four (D holders Of the common
stock. and two (2) holders of the preferred
stock Of said corporation. and such director
shall be elected annually on the first Mon
day of April Of each year, unless such da!
be dies non, and then on the next succeed
preferred stock herein authorized TO be is
sued shall have been issued, the board o
directors shall consist only of four az di
J rectors to be named by the holders Of tn
common stock. After the retirement In full
! OF such preferred stock as may be issued, tn
holders of the common stock shall elect tn
four (4) directors as herein provided
The first board OF directors named in thi
! charter shall hold their Office until the sec
Ond Monday OF April, 1914, when their sue
cessors who Will have been elected shall tax
r their Offices. All elections for directors shal
: be by ballot and conducted at the Offices o
the said corporation, at such hours and un
J der such conditions as the board OF director
; shall direct Each share of the commo
J ! stock and each share Of the preferred stoc
shall be entitled to one vote, to be cast 1
person or by proxy, and the majority Of vote
cast shall elect. The directors who shal
r have been declared elected shall meet on IN
second Monday of April following such eleC
ton Cunless such day be a dies non, then o
the next succeeding business day), and Their
D elect the officers provided for in this cha,
J ter, who shall then and there proceed I
} transact the business of this company.
D III, after all or a part OF the preferre
: stock heerin authorized. shall have been 1,
$ sued, It shall happen that the dividends o
. said preferred stock shall not have bee
. paid during two successive years. then tn
D holders of the preferred stock shall cleo
: Iour "a directors, and the holders of tn
common stock shall elect two (2l director,
Any vacancy occurring among the dire,
tors by reason of death. resignation or ia
any other cause. shall be filled BY electio
2 for the remainder OF the term OF the boar
, by the other directors. failure TO cleo
directors on the date above provided sha
! not operate to dissolve the corporation q
TO affect Its corporate existence and III
directors then in Office shall continue unit
their successors are duly elected and quail
ned. and shall cause another election TO h
held by the stockholders as soon as possibl
! thereafter, after ten days notice thereo
shall have been given in writing to eac
stakeholder.
The officers Of this corporation shall b
a president, first vice-president, second vice
president and secretary-treasurer.
i Article VI.-Should any stockholde,
either Of the preferred or common stock. do
sire to sell his stock, he shall first offer tn
same to the other stockholders of the com
pany through the board of directors thereo
at Its book value. Should such stockholde
or any OF them fail or refuse to purchas
the stock thus offered for sale, within fiy
days after such offer shall have been mad
in writing, then such stock may be sold 4
| any one.
No transfer Of stock shall be made or b
binding on the corporation, unless made OF
the books OF the company and pursuant I,
the provisions Of this charter