The herald., 1913-03-27

the cumulated dividends and interest there
on as herein provided for. Such retirement
shall be effected by payment out of the sur
pus 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 to be worth less than par.
Such retirement or redemption OF stock can
only he effected on one months notice after
ARTICLE V.
All the corporate powers Of said corpOr-
alton shall he vested in and exercised by
the board Of directors, 10 be composed ot
ten stockholders, TO be elected annually on
the first Monday in May Of each year, eX-
ccpt il be a holiday, then on the next sue +.
cccding day not a holiday, without the for
mality OF notice Of meeting 10 stockholders. I
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 III
Quoted into office. All such elections shaII
br bV ballot, and conducted at the Office OF
said corporation between the hours OF eleven
o'clock a. IN. and three o'clock y. m, under
the supervision Of three commissioners, who
shall be directors and appointed 10y the
board OF directors. Each share OF the com
mon and preferred stock shall De entitled 10
one vote 10 De east in person or by proxy
and a ma jority 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
mad md f1n ar "A mario
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 dlrec-
tors by death, resignation or otherwise, shall
he filed by election for the rema inder OF
the term Of the board by the remaining dl-
rpctors A failure to elect directors on the
date above specified shall not dissolve the
corporation, but the directors then In ONCE
shall remain in the office until their sue
ceSSorS are elected and qualified, ana snail
cause another election 10 be held as soon
as possible thereafter, after ten days no.
tce thereof shall have been given by mail,
TO each stakeholder. FIVE directors shaII
constitute a quorum for the transaction OF
business.
The board of directors named in this
charter shall, Immediately upon the organ
izaton OF this company and the board Of
directors thereafter elected shall elect from
their own number a president a vice-preSl-
dent 4 second vice-preSident, and secre-
tary and treasurer.
The board Of directors shall have the
power either TO combine or separate the Of
| ice Of secretary and treasurer, and in the
! event elect a person not director TO MI
one Of said offices.
Said board OF directors may appoint from
/ time to time SUCH superintendent, officers,
/ clerks or agents and other employees as they
| may deem necessary FOR the purpose and
| business OF said corpora tion, who shall hold
J MA Of fln hoo ri M am
/ plovee 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
| or mixed, borrow money, execute mortgages,
| 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
4 in amount OF the preferred stock Is first OBJ
| tanned and generally 10 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 uI
I shares Of common stock in payment OF la
4 Dor done on property or franchises actually
received by said corporation. Each direc
tor shall have authority TO appoint in writ
ing a proxy, who must be a stakeholder K
represent him at all meetings of the board
ARTILE VI.
stock he shall first offer the same 10 The
stockholders Of the company, through IL
board of directors and any stOckhOlder shall
have the right TO purchase same at Its booi
value at the time OF offering. As soon a.
an annual statement OF the company shall
have been made the value Of the stock a.
shown by said statement shall be taken a
the book value OF the stock until the mex
annual statement Should said stockhold
ers or any one OF them, in seventytw'
hours after notice being given, fan or re
fuse TO purchase the stock offered for sale
/, such stock may be sold to any one.
No transfer OF stock shall be made or hell
/, to be valid and binding unless made on tn
books Of the company, and unless made II
! pursuance Of the provisions OF this charter
ARTICLE VII.
!, Whenever this corporation may be dis
solved, either by limitation or other cause
, its affairs shall be liquidated by three com
! missioners to be appointed from amongs
the stockholders at general meeting o
? the stockholders convened for such purpose
Of which meeting notice shall be given 10
, twenty days, by written notice sent by reg
, istered mail TO each preferred and common
! stakeholder, and the majority In amount o
the capital stock Of the said company repre-
sented at such meeting shall be requisite e
elect. Said commissioners shall remain IL
Office until the affairs OF said corporation
shall have been fully liquidated.
i In case OF death of one or more OF tn
/ commissioners the vacancy shall be filled b!
i election by the surviving commissioners, bu
3 d
> vacancy shall not vitiate the acts Of tn
survivors In the premises.
ARTICLE VIII.
This act OF Incorporation may be changed
4 modified. or altered, or said corporation ma
: be dissolved with the assent OF the major
ity OF the capital stock represented at
a. general meeting Of the preferred and CON
/ mon stockholders convened for such pull
n pose and after a written notice to eac
. stakeholder, mailed to him by registere
. mail twenty days prior TO the date OF tn
), meeting.
q Any change proposed or made in referenc
: to the capital stock shall be made In al
: cordance with the laws OF the state OF Lol
!. isiana on the subject of altering stock {
,, corporations.
4 No stakeholder shall be liable for the col
n tract or faults Of said corporation In an
n further sum than the unpaid balance du
= the corporation on the shares OF stock owl
,e ed by him, nor shall any mere informalit
| in organization have the effect of renderir
,e this charter null or Of exposing a stoc
" holder to any liability beyond the unpa
al amount remaining due on his stock
D. ARTICLE X.
70 Percival Stern, Gustave Lemle, Sam Hel
man, Abe Blum, Ferd KatZ, Ferd Gumbt
lie Charles Weinberger, David Stern. +.
le Stern and F. X. Levy have been chosen ;
d the board of directors OF said corporatio
t. to serve as such until the second Monday
MAY, 1913, or until their successors sha
e. have been elected and qualified.
Of And the said appearers moreover declare
that In consequence OF the foregoing al
m pursuant to the authority In them vest
In by the stockholders Of said company, TIT
ne do hereby formally declare publicly al