The herald., 1913-03-13

|
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:
% The holders thereof shall be entitled
| TO receive out Of the net profits 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 10
per cent dividends. and six per cent inter
| est on arrears from the time they become
| of the company in preference to the com
mon stock in the event Of any liquidation OF
| the company, whether through insolvency or
| the termination OF its corporate existence
or any other cause before any distribution
| of capital shall be made To the holders OF
| the common stock. The dividends on the
preferred stock are TO be cumulative and
| bear six per cent interest on arrears from
| the time they become due. as herein pro
vided. that if for any period or periods
| the same are not paid. the right thereto
| shall cumulatc as against the common stock
and all arrears thereof 50 cumulated and
| interest thereon as herein provided for must
| be paid before dividends can be paid on the
common stock. Such preferred stock how
|
| any other or additional earnings or profit.
| 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 he declared on the
common stock the payment OF which will
| reduce the surplus below the amount shown
| by the statement to be prepared by public
accountant on April l, 1913. Bccingng
| April |. 1915. there shall be annually re
| tired twenty-five thousand dollars Of the
! preferred 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 Of twenty
| five thousand dollars until March 81. 1918,
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 10 the extent Of twenty
five thousand dollars, no dividend shall be
declared ON the common stock.
90 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
ei-hths OF the preferred stock shall have
been first obtained in writing.
CD The salaries Of the officers of the
company shall not be Increased uT.csS the
consent OF seven-eiEhths Of the preferred
stock shall have been first obtained in writ
ing.
after be increased beyond the amount Of
seventy-fve thousand dollars.
90 The company shall have the option
of retiring preferred stock in whole or in
part at any time and from time TO time
and it shall he obligatory on II TO retire
the same not later than February Il, 1918,
at a premium of 10 per cent, or at the price
of $1,000 per share cash. in addition to
the cumulated dividends and interest there
on herein provided for Such retirement
shall bc 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 Of the com
pany at no time 10 be worth less than 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 board of directors, to be composed Of
ten stockholders, 10 be elected annually on
the first Monday in May Of each year, eX-
cept it be holiday, then on the next sue
ceeding day not a holiday, without the for
mality OF notice of meeting 10 stockholders.
The first board of directors appointed in
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 office of
said corporation between the hours OF eleven
O'Clock "A. m. and three O'Clock p. m, under
the supervision OF three commissioners, who
shall be directors and appointed by the
board of directors Each share OF the COM
mon and preferred stock shall be entitled TO
one vote to be cast in person or by proxy,
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
lowing day, and upon receipt OF said return
the secretary shall notify the ten stock
holders receiving the highest number of
votes of their election. The directors thus
elected shall meet on the second Monday in
May following, at ten o'clock a. m, elect
officers and transact business.
Until the preferred stock has been retired
as herein provided the common stock shall
elect six of the directors and the preferred
stock shall elect four.
II the dividends on the preferred stock
shall not be earned and paid for a period
of two successive years, then the preferred
stock shall elect six directors and the COM
mon stock four. When the preferred stock
shall have been retired, the common stock
shall elect the ten directors.
Any vacancy occurring among the direc
tors by death, resignation or otherwise, shall
be filled by election for the remainder of
the term of the board by the remaining di-
rectOrs. failure to elect directors on the
date above specified shall not dissolve the
corporation, but the directors then in office
shall remain in the office until their sue
cessOrs are elected and qualified. and shall
cause another election to be held as soon
as possible thereafter, after ten days no
tice thereof shall have been given by mail,
to each stakeholder Five directors shall
constitute quorum for the transaction of
business.
The board of directors named in this
charter shall, Immediately upon the organ
ization Of this company and the board of
directors thereafter elected shall elect from
their own number a president, a vice-presi- |
dent, second vice-president, and a secre-
tary and treasurer.
The board Of directors shall have the |
power either TO combine or separate the of !
flee Of secretary and treasurer and in the
event elect a person not a director to fill |
one of said offices.
Said board OF directors may appoint from |
time to time such superintendents officers |
clerks or agents and other employees as they |
may deem necessary for the purpose and
business of said corpora ton, who shall hold |
office at the pleasure Of the board. No en- |
ployee shall be employed for a longer period |
than one month without special resolution |
of the board OF directors.
Said board shall have full power and au- |
thority to acquire property, real, personal |
pledge Its movable assets, issue bonds notes |
or other obligations sell all or any portion |
of the corporate property for cash or stock |
In any other companies, or any other con-
sideration that they shall deem fair and
proper, provided the consent Of seven-eighths |
In amount of the preferred stock is first OBJ |
tanned, and generally to do all things rea-
sonable and necessary for the proper carry
ing on OF the business OF the corporation |
And also to issue and deliver full paid up |
shares OF common stock in payment OF la |
Dor done on property or franchises actually
received by said corporation. Each direc- |
tor shall have authority to appoint in writ |
ing proxy, who must be a stakeholder to
represent him at all meetings of the board. |
ARTILE VI.
Shall any stakeholder desire to sell his