The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-03

common stock The preferred stock shall
not be entitled however TO participate IN
any other additional earnings, dividends or
profits. The right of the holder of pre-
ferred stock TO be credited with dividends
shall commence from the date OF actual pay
ment OF such stock.
The board of directors shall have the
right and option Of retiring the preferred
stock in whole or in part at any time, ana
from time 10 time-after one year from
the date OF the charter-at the price or one
hundred and fifteen dollars 'Sll5OO) per
share in addition to the cumulated divl-
bends and interest thereon, as hereinabove
provided for. Such retirement shall be az
the option of the board OF directors and
shall be effected by payment out of the
surplus funds: and in no case shall such
preferred stock be retired under circum-
stances as would produce an impairment
of the capital stock Of this corporation, the
outstanding common stock to be then worth
no less than par. Such retirement or re-
demption of preferred stock can only be
effected on thirty days previous notice in
writing to the holders Of preferred stock OF
record after drawing by lot, in the pres
ence OF the board Of directors. Upon such
notice. all dividends. interest and arrears
shall cease with respect 10 such retired
stock.
All the corporate powers Of this cOrpor-
alton shall be vested in and exercised by a
board of directors eleven 1lp in number.
| all of whom shall be stockholders, 10 be
elected on the first Monday in April of each
| year, commencing with the first Monday of
| April, 1918, with the understanding, how
! ever, that the first board Of directors tn be
selected by the stockholders under this char
| ter as well as the first set of officers. there
| Of to-wit: president, a vice -preSident,
| a secretary and treasurer shall hold Of
| ice until the first Monday in April, 1918 4:
| on the date last named. said election shall
| take place and annually thereafter.
! Until the preferred stock shall have been
| retired in full, the common stock shall elect
seven % of these directors, and the pre-
| ferred stock four "a of the directors When
| the preferred stock shall have been retired
| in full, the common stock shall elect the
entire eleven directors Upon the signing Of
| this charter, the subscribing stockholders
| thereto shall elect the first board of direc-
| tors 10 serve until the first Monday in April.
| 1918, and said board shall thereupon. and
| from their own number, elect a president,
vice-president, secretary and treasurer, for
| n like period. 1t shall be competent. how
ever, for the board Of directors TO unite any
| two Of said offices in one person. Five 10
Of said board shall constitute quorum for
| the transaction of corporate business.
| ARTICLE VI.
Said board Of directors shall remain in
| office from the date Of their election, for the
| term Of their respective offices. or until their
| successors have been chosen and qualified.
! The election for directors shall be by ballot.
and the majority in amount of stockholders
voting whether in person or by proxy, shall
| elect the persons for whom they are cast.
| Each share of stock voted upon. whether
| common or preferred. to be counted for one
vote. After each election, the board so
| elected shall elect from their own number
| the officers above named.
| The board Of directors shall give ar least
ten days notice by mail of the election of
directors and shall appoint one or more
| stockholders 10 preside at such election.
| Any failure from any cause whatsoever 10
l.ls ON hA 10 f1agas
| purpose, shall not dissolve this corporation,
but the directors and officers then in office
i shall hold over until their successors are
| chosen and qualified.
| The board of directors shall have full
| power and authority to fill vacancies in
| their number, caused by death. resignation
or otherwise. The said board is further
authorized to frame and adopt such bylaws,
| rules and regulations the affairs and bus
mess of the company may require, and il
may deem necessary. for the conducting and
i mana cement thereof. provided the same does
not conflict with this charter. and the laws
i Of the state of Louisiana, and those OF
j the United States; TO name and appoint
| managers, fix their compensation and terms
of employment, as well as other agents and
i employees, as in its discretion may seem fiji
and proper, as well as TO fix the salaries
| and terms of employment of all other off
GERS and employees, clerks and assistants.
| The board of directors are specially vest
ed with the power TO acquire and purchase
such property or business or good will. OF
all Of these from individuals, firms, or Other
corporations, as said board OF directors may
deem advisable and proper and at such
| prices and on such terms as they think best
and to pay therefor in the full paid com
mon capital stock OF the corporation. Thi.
power to purchase and acquire to be exer
cised by said board without the necessity
Of referring to the shareholders for au
| thOrZatiOn.
Holders Of preferred and common stool
may vote at all stockholders meetings
either In person or by proxy, each share cast
to be counted for one vote.
ARTICLE VII.
This charter may be amended. modified
or altered, or this corporation dissolved a
q general meeting of the stockholders con
vened for that purpose with the assent o.
the majority of the stock which may be is
! sued present or represented at such meet
| ing. Thirty days notice Of such meetin.
shall be given by mail TO the stakeholder,
! Of record. In case of dissolution or ter
|, mination Of this corporation, the liquida
ton of its affairs shall be conducted b!
) three commissioners selected in like man
ner and by like vote, and assent at a meet
Ing called as above for that purpose. Ii
the event of the death or resignation of an!
OF said commissioners, or vacancy occurring
D In their number from any cause whatsoever
4 the two surviving commissioners shall hav
t the full power TO proceed with their funC
5 lions or fill the vacancy, as they may elect
2 ARTICLE VIII.
: No stakeholder shall ever be liable o
responsible for the debts, contracts. or fault
e of this corporation, for any further sun
: than the unpaid balance due on the share
of stock subscribed for by him or owned b.
him; nor shall any informality in the OF
ganization have the effect Of rendering thi
e charter null or of exposing a stakeholder {
: any liability beyond the amount of the I'm
; paid balance on his subscription to tn
e stock.
:. ARTICLE TX.
Should any stakeholder or stock owner
common or preferred desire to sell or dis
= pose of all or any part of said stock, o
relinquish his interest in the corporation
= or desire to terminate or dissolve the sam,
u he shall first tender such stock through tn
4 board of directors of this corporation, 70
y purchase, to the other stockholders an
a the other stockholders shall have the pre-
ferred right for ten days to purchase III
y stock so rendered, as the price shown
u the books of the company. All stock issue
. or to be issued shall be subject to the fore
: going provision.
l ARTICLE "
u The capital stock of this corporation ma
be Increased or decreased on complying wit
: the requirements of the law, and with sue
bylaws as may be consistent with the Law
!, as may be hereafter adopted by the boar
Of directors.
:, ARTICLE XI.
Thus done and passed in my Office on tn
day and date first above written, in the pre-:
;. ence OF Messrs. T. A. Schuber and W. Coz
/ kertOn, both competent witnesses, domicil
), ated in this city, who signed these present
; together with the parties, and me, notary
. after a due reading of the whole, the pal
il ties hereto also affixing opposite their r,
4 spective names their respective subscriI
. lions TO the capital stock of this corpora
i tion which shall constitute the original sui
g.rfy, Ion 90 OF sI.,l q