The herald. [volume] (New Orleans, La.) 1905-1953, 1914-06-18
BREAD F.? i 5': :5:H
$ $j5Pf e; atLALA'S GROCERY


any and all other ..mm,dItics tia: can be
canned. preserved and packed: 20 plant, grow
ans cultivate fruits, vegetables and other
crops. Co acquire. deyC.u, operate. lease and
sell orchards, tuck farms and other lands;
% establish, acquire, operate and conduct
canning plants. packing plants and prcscrv-
i.E plants Do any other STATE 90 the United
States and m foreign countries, as owners.
lessee, agent or on commission. ID iuy and
sell as principal. agent or on commission the
Product OF other canning, preserving and
Packing plants. lu addition 10 selling the
product and output - its own plant OF plants,
and 60 that end and Tor that purpose Il NAV
establish and maintain branch offices, sales
rooms and warehouses; and, generally, this
corporation may engage ira any other hJsI-
ness and enterprise that may he deemed cx-
pedicut. necessary, advisable and proper. and
10 the best interest OF GlIS corporation, by
the Board Of Directors. whether the same be
y designated herein OF not, provided the
same is not specially rcpro3ated or prohib-
Article III The capital stock Of this Cor
Poration shall be ONE HUNDRED THOU.
SAND DOLLARS 100000, OF which seven
ty-uye thousand dollars, represented by thir
ty-seyen hundred and nifty shares OF the par
value Of twenty dollars $1,000 per share
shall be preferred stock, and twenty tive
thousand dollars (S25C0OU0), represented by
twelve hundred and fifty u.25o shares OF
the par value OF twenty dollars 5000 per
share shall be common s'ock.
Out OF the net profits earned by the Cor.
poratIon, the Board Of Directors may declare
and pay such dividends as 1t deems proper
and advisable. No dividend shall be paid
on the common stock until a dividend on the
preferred stock shall have first been paid
provided this dividend paid on the pre-
Ie,lel SOC S, sndi, IN no year exceed eight
After eight per cent go dividend shall have
been paid on the preferred stock, a divi-
dend, as may be determined by the Board
may be paid on the common stock, out of
H. after paying the dividends, as above
provided on both the preferred and the com
mon stock, there remains 4 balance out Of
the net profits, the Board of Directors shall
determine what disposition shall be made of
II, and such amount thereof, If any. as may
be apporuoned for further payment of divi-
dends, shall be divided among the preferred
and the common stockholders in such pro-
ptroion as the Board of directors shall de-
tcrmine.
Only the common stock shall have the
power OF voting al any and all meetings of
the stockholders of this Corporation. If,
however, this company shall. for a period of
four 90 successive years, rail to pay a divi-
dend on the preferred stock, then the pre-
ferred stock shall have the same right of
voting as the common stock, each share, COM
mon or preferred, in such contingency being
entitled to one vote.
This Corporation shall have the right 10
call in or retire the preferred stock or to
decrease the amount thereof outstanding, pro-
yIded such action is recommended by the
ton is ratified, approved and adopted by the
vote and consent of two-thirds (2-0 Of the
outstanding common stock, and provided,
further, that the price tc be paid for said
preferred stock shall be par, and accrued o.
earned dividends.
In case of the liquidation of this Corpa.
alton, after all debts due by it are paid,
including the costs incidental to the liqui
dation, the assets of this company shall
then be divided and distributed as follows:
The preferred stockholders shall be paid the
par value of their stock if there be sufficient
funds such assets as then remain shall be
apportoned TO the common stockholders; if
both the preferred and common stockholders
be paid IN full the par value of their stock,
such assets as then remain shall be divided
equally between the preferred and the COM
mon stock
This company shall be a going concern and
shall have the right to carry on business as
its common capital stock hall have been sub
scribed for. All stock shall be paid for in
cash its equivalent, and, il not in cash,
then the Board of Directors of the Company
shall determine the value of such equivalent
offered. No certificate OF stock shall be is
sued unless the shares of stock, evidenced by
such certificates, have been fully paid for.
Article ". The powers of this Corpora
ton shall be vested in and the management
and control OF its affairs shall be exercised
by a GARD of Directors, composed of not few
er than FIVE 81 stockholders, a majority of
whom shall constitute quorum for the trans
action of all business. The directors shall
be elected by the common stockholders on
the second Tuesday in January of each year.
or by proxy, to vote for every share of COM
mon stock owned by him, and all elections
shall be held under such rules and -egula-
tions as may be determined by. the Board
Of Directors. The votes shall be cast by
ballot. The directors thus elected shall con-
tinue in office for one year, or until their
successors have been duly elected and have
qualified. No failure to elect shall be re-
rHe fprfet Of AM
cCuring on said board shall be filled
by the remaining directors for the urexpired
term. The Board of Directors shall at its
first meeting after its election, nominate out
Of its number a president, one c. more vice
presidents secretary and treasurer. Said
board shall have the right to unite the
offices OF secretary and treasurer. 1t may
appoint a secretary who need not be a d.
rector or a stakeholder; who shall then be
merely employee, and not a member of
the board; and it shall employ and dismiss
such clerks, managers and other employees
of the Corporation as the interest and bust
ness of the same may justify. Any of the
directors or officers shall have the right to
appoint by written instrument another di:
rector or stakeholder to act as his proxy, and
in his stead at any and all meetings Of the
Board of Directors.
Promptly after the formation Of this Cor.
poration there shall be a meeting Of the
first Board OF Directors, who shall hold the
office until the second Tuesday Of January,
1915, or until their successors are elected as
above provided
Notices of election may be given by mail
addressed to the last known postofhce ad-
dress Of the stockholders not later than ten
days prior to the date Of election.
After the amount Of stock required 10 au-
thorize this company to begin business has
been subscribed for, the Board of Direc-
tors shall be authorized 10 sell the remaining
or additional stock at par or at a price
over and above the par value; but the net
additional amount over and above such par
value shall 20 to the surplus of the company.
The number Of directors may hereafter be
increased to nine ~, FIVE (0 of whom shall
majority of the outstanding common stock of
the Corporation, at meeting called for that
stated purpose, after due notice, as provided
for elsewhere herein.
Article V. No stakeholder of this Corpor-
alton shall sell or dispose of his stock with
out first offering the same for sale, in writ.
ing, 10 the other stockholders through the
Board Of Directors, the stockholders who de-
sire to purchase such stock shall have the
privilege Of buying II, in proportion 10 the
number of common shares owned by them, at
the price bona fde offered therefor, in writ
ing, and submitted TO the Board Of Directors.
II no price is offered by an outsider then
The book value Of said. stock at the date OF
such offer Of sale shall be the price at which
such common stock can be purchased by the
stockholders. If the Board Of Directors
declines 70 accept the offer submitted, or neg
lects or fails to act within twenty (2O days
from the date such written offer is submit
ted, the stockholders offering said common
stock may dispose Of the same 70 any person
All preferred stock shall be
offered to the common stockholders through
the Board Of Directors before the same car
be disposed Of to other persons, and said
board for the Corporation or the common
stockholders shall have the privilege OF pur-