The herald., 1913-06-12
templated by this charter

templated by this charter.
Article IV.-The capital stock OF this cor
poration Is hereby fixed at the sum OF two
hundred thousand $500, 900 .00) dollars, di
the par value of one hundred (SlOOOO) dol
lars, each, one hundred thousand (S1O0,0OO)
dollars or one thousand 1,000) shares OF
which shall be preferred stock with guar
anteed annual dividend OF seven per cent
(7%) cumulative, and one hundred thou
sand (S100,000.00) dollars, or one thou
sand 10000 shares of which shall be com
mon stock. The preferred stock of this cor.
poration shall be non-voting and shall be
redeemable at any dividend paying period
after five years from the date hereof, by the
payment of one hundred and five (S1O5.OO)
dollars, plus whatever dividends may be due
theron, for each and every share thereof
redeemed. The manner and forrs Of redeem
ing said preferred stock shall be determined
by the board of directors Of this corporation.
All shares Of stock shall be paid for in
cash, or may be issued by the board Of d.
rectors of this corporation at not less than
par for property purchased by or services
actually rendered to said corporation. All
shares of stock shall be full paid and non
assessable No transfer OF stock shall be
binding upon the corporation unless made
upon its books and all certificates of stock
shall be signed by such officers as may be
designated by the board Of directors.
Article v.-All the corporate powers of
this company shall be vested In, and the
management and control Of its business and
affairs shall be exercised by board Of d.
rectors to be composed Of three stockholders,
which number may be increased to no more
than nine, at the discretion of the board
Of directors. A majority Of the directors
shall constitute a quorum for the transac.
ton of all business. The directors shall be
elected annually on the fifteenth day Of the
month Of July Of each year, unless a legal
holiday or Sunday, and In that event on the
next succeeding day not legal holiday or
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of the common stock of this corporation,
and a ajority Of the votes cast shall elect.
Each owner Of common stock shall be enti-
tied in person or by written proxy to one
vote for each share of common stock owned
by him and standing in his name on the
books Of this corporation. All elections shall
be held under such rules and regulations as
may be determined by the board of direc-
tors, but after at least ten days notice of
such election shall have been given to each
owner OF common stock by mail sent to his
last known address, or by publication in
one OF the English newspapers published
daily In the city of New Orleans for at
least ten days preceding such election. The
directors thus elected shall continue in Of
flee for one year or until their successors
shall have been elected and duly qualified
No failure to hold an election shall be re-
garded as a forfeiture of this charter. Any
vacancy occurring on the said board of d.
rectors shall be filled by the remaining direc-
tors for the unexpired term. The said board
of directors shall likewise elect the addi-
tional members In case they should deter
mine to increase the number OF the board,
as above provided. Said board of directors
at its first meeting elect from among its
number president, a vice-president, Sec
rotary and treasurer. 1t may combine the
two last mentioned offices into one and may
even elect a secretary who need not be a
stakeholder. Said board Of directors shall
also have the right to appoint and dismiss
such clerks, managers and other employees
Of the corporation, including the secretary
who is not a stakeholder or director, as con-
ditions may Justify or the business Of the
corporation may require. The tenure Of Of
flee Of all the employees OF this corporation
shall be during the pleasure of the board
Of directors
Article Vino stakeholder shall ever be
held liable or responsible for the contracts,
faults or debts Of this corporation, nor shall
any mere informality In its organization
have the effect of rendering this charter null
or Of exposing a stakeholder to any liability
beyond the UNPAID balance due on the shares
Of stock owned Oy him.
Article VII.-The act Of Incorporation
may be changed, modified or altered, or this
corporation may be dissolved with the as
sent of the stockholders owning a majority
Of the common stock Of the corporation at
a general meeting convened for that pur-
pose after notice shall have been given to
each holder of common stock In the manner
and form prescribed In section V Of this
act Of Incorporation. In case Of the disso-
luton Of this corporation by the expiration
Of its charter or otherwise, the stockholders
shall elect from among their number, three
liquidators, who shall have full power and
authority to liquidate and settle the bust
ness and affairs of the company. In the
event of the death or inability Of any Of said
commissioners or liquldators, the survivor
or survivors shall appoint a successor or
successors to him or them.
Article vIII-In the event Of the liquL
dation Of this corporation, by the expiration
Of its charter or otherwise, the preferred
stock, then outstanding, shall be first paid
in full, at par, together with all accrued
dividends, and any balance, IL any, then re-
naming shall be applied to the payment Of
the outstanding common stock.
Article IX.-Until the election to be held
In July 1914. the following named stock
holders shall constitute the first board Of
directors, viz: George E. Sears, W. J. Cas-
tell and Adolphe d'Aquin, with the said
George z. Sears. as president, W. J. Castell,
as vice-president and Adolphe d'Aquin, as
secretary-treasurer.
The corporation shall become a going con-
Germ as soon as three thousand (s30OO.00)
dollars Of its capital stock shall have been
subscribed for.