The herald., 1914-07-09

the same to sell. lease. mortgage, pledge, hy-
pothecate or otherwise dispose OF IN any
and ever way whatsoever; 10 draw, make
and indorse bills of exchange and promissory
notes, and 10 issue bonds; to elect and ap-
point such officers, directors and agents as
the interests OF the corporation shall require,
and 10 make all necessary bylaws, rules and
regulations for the proper management OF
its affairs, and the same TO alter, amend or
repeal at pleasure, and generally 10 exercise
all powers that are conferred on corporation
organized for the purposes hereinafter stated.
Article II. The domlCile OF this corpora
ton shall be in New Orleans, Parish OF Or
leans State OF Louisiana, and all citations or
other legal process shall I've served on the
president Of this corporation, CT, IN the event
Of hls absence. the vice president, or, IN
the event ot his absence, on the secretary
treasurer, IN the order enumerated, and IN
the event OF the absence OF SAID respective
officers at the Office OF the company.
Article III. The objects and purposes Tor
which this corporation IS organized and the
nature OF the business to be carried on and
conducted by II, are hereby declared 10 be
To apply for. obtain, register. purchase.
lease or otherwise acquire. 10 hold, use, own,
operate, develop, advise m the development
Of manufacture and introduce, and TO sell,
assign, lease. pledge, mortgage; grant or &C
QuIrc. and otherwise deal IN and with, or turn
to account any and all copyrights, couceS-
SIouS, trademarks. fOTwulde, secret processes,
devices, trade names and distinctive marks
patents, patent rights, applications Tor pat
cnts hrcvets dluvcnuonS, and all inven
tlons, Licenses, privileges, Improvements and
processes used IN connection with or secured
under letters patent or otherwise Of the
United States 81 any other country, InClud
lng the good will Of the same, or any such
property o. property rights. to lease, rent.
erect, construct, maintain and operate build
iugs necessary or incident to the business
herein contemplated. and 10 buy, sell, rent
OF lease real estate or personal property in
I the course and conduct Ot SAID business,
either IN connection with sad business or
/ otherwise, and generally to do all things
proper and legal that may relate or appcr-
I tain 10 the objects ard purposes herein set
! forth.
/ Article ". The capital stock Of this cor
/ poratIon IS hereby fixed At one hundred thou
/ sand dollars (SlOO0UoO0), divided into and
! represented by one thousand shares of the
par value OF one hundred dollars Q0COO) each,
! TO bc paid at such times and in such manner
| as the board Of directors may deem ht and
| proper. and to be payable in cash, property,
| OF services rendered.
| OF such authorized capital stock, two hun
drcd and fifty shares, amounting to twenty.
| lve thousand dollars (s25,cuO). shall be pre-
| ierred stock, and seven hundred and htty
| shares, amounting 10 seventy five thousand
dollars t$7s.OOO). Shall be common stock.
| The holders OF the preferred stock shall be
| entitled to receive, when and as declared from
! the surplus net profits OF the corporation,
| yearly dividends at the rate Of seven per cent
| per annum Il per cent?, payable on dates to be
| determined by the board OF directors. The
| dividends on The preferred stock, 10 the eX.
tent OF seven per cent per annlm q Per &c eeIu i!
| payable before any dividend on the common
stock shall be paid or set apart, so that, If in
any year dividends amounting to J per cent
| shall not have been paid on said preferred
! stock. the deficiency shall be payable before
any dividends shall be paid or set apart for
! the common stock.
| Whenever all cumulative dividends on the
preferred stock for all previous years shall
have become payable, and the company shall
have paid such cumulative dividends for pre-
vious years, or shall have set aside from its
| surplus or net profits a sum sufficient toi
I the payment thereof, the board Of directors
may then declare dividends on the com
mon stock, payable then or thereafter, ou
! of the remaining surplus or net profits.
Each share Of common stock shall entitl,
the owner thereof, either IN person or by
proxy, to cast one vote at all meetings o.
stockholders. but the preferred stock shall
have voting powers whatsoever.
| In the event of any liquidation or disso
luton winding up (whether voluntary o.
involuntary OF the company, the holders o.
the preferred stock shall be entitled to b,
paid III full both the par amount Of thel
shares and the unpaid dividends accrued
thereon before any amount shall be paid Z
the holders Of the common stock; but, af;e
payment TO the holders of the preferred stool
OF its par value and the unpaid accrued dlvi
dends thereon, the remaining assets anC
funds shall be divided and paid 10 the hold
ers of the common stock according 10 thei
respective shares.
Certifcates of stock shall be signed by tn
president and secretary-treasurer, and thi
%be9 h2ee dollars Of
capital stock has been subscribed for.
; No transfer Of stock shall be binding upo1
the corporation, unless said transfer has bee
made upon the books of the corporation; no
shall any stockholder pledge or hypothecaJ
his stock without first obtaining the pernis
sion of the board of directors; nor shall an
| stakeholder be permitted TO sell his stoc
. | ifbo offer n =
for sale at its book value, said offer to be /
; writing addressed TO the board of director:
! the corporation to have ten QO) days in whic
to accept or reject said offer. In case OF cor
{ troversy the board of directors shall deter
4: mine the rule by which the book value sha
be arrived at.
: this corporation shall be vested in and e.
d ercised by a board of directors composed
{ three stock kholders "a majority to constitut
. quorum for the transaction OF all busines
- The board Of directors hereinabove provide
e for shall be elected annually at gener;
y meeting of the shareholders to be held o
n the second Monday in May, 1915, and eac
d ten QO days notice in writing mailed
!. each holder of common stock at said shar
4; holders last known address.
:; The board of directors shall elect fro
:; their own number a president, vice pres
/ dent, and shall further elect or appoint
J; secretary treasurer, who may or may not
!; shareholder. And such board Of directo
}. ! shall serve until their successors have bee
duly elected and have qualified:
Special meetings of the shareholders may
held at the request of any three shareholder
by a call of the board of directors, aft
5, ten days notice in writing as abo'
IF provided, stating the object of such meeting.
-e Any vacancy in the board of directors, fro
le any cause whatsoever, shall be hlled for q
IS unexpired term by the remaining directors.
k Article VI. This act of Incorporation m;
be changed, altered, or amended, or this co
poration may be dissolved by vote of tw
thirds of the common stock issued, at
general meeting convened for that purpo
after thirty (30) days notice in wrltii
mailed to each shareholders last known a
dress, and after ten O0 days publication
one of the daily newspapers in the city
New Orleans, and prescribed by law.
a, Article VII. Whenever this corporation
dissolved by limitation or otherwise, its .
y, fairs shall be liquidated under the super'
ID sion of three commissioners, elected at
r general meeting of the shareholders conven
l. for that purpose, after the notice specihed
ID article VI OF this charter. In the case OF I
r death or disability to act Of any one OF I
&c said commissioners, the remaining comm
n sioners shall elect successor or successc
le from among the shareholders.
to Article Viii No shareholder of this Co
H. pany shall ever be held liable or responsit
in for the contracts or faults of this corporati
We in any further sum than the unpaid balan
e due on the shares Of stock owned by him;
I'd shall any informality in the organizati
in have the effect of rendering this charter nu
er or of exposing any shareholder to any j
bility beyond the unpaid balance due up
yn his stock; nor shall any informality or
:" regularity in organization have the effect
On rendering any shareholder liable as pa
IS ner. =.
to Article TX. The first board of directors