The herald., 1914-07-16

lars (S5O,OOOOO), shall be preferred stock, and
one thousand shares, amounting to one nun
dred thousand dollars Sl00OOo.OO, shall be
common stock =,
The holders Of the preferred stock shall be
entitled to receive. when and as declared from
the surplus net prohts OF the corporation,
yearly dividends at the rate of seven per
cent per annum (796), payable on dates to be
determined by the board OF directors. Inc
dividends on the preferred stock to the extent
of the above seven per cent per annu va,
and no more, shall be cumulative and shall be
payable before any dividend on the common
stock shall be paid or set apart, so that II
in any year dividends amounting to seven
per cent shall not have been paid on SAID pre-
ferred 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 TOR pre-
vious years. or shall have set aside from its
surplus or net profits sum sufficient for the
payment thereof, the board of directors may
then declare dividends on the common stock,
payable then or thereafter, out OF the remain
ing surplus net prohts.
Each share of common stock shall enttle
the owner thereof, either in person or by
proxy. to cast one vote at all meetings Of
shareholders, but the preferred stock shall
have no voting powers whatsoever
In the event of any liquidation or dissolu-
| tion winding up (whether voluntary or
involuntary of the company, the holders OF OF
| paid in full both the par amount of their
shares and the unpaid dividends accrued
| thereon, before any amount shall be paid to
/ the holders of the common stock; but after
| payment to the holders OF the preferred stock
Of its par value and the unpaid accrued divi-
dends thereon, the remaining assets and funds
shall be divided and paid to the holders Of the
common stock according to their respective
| shares.
Certificates of stock shall be signed by the
| president and secretary-treasurer, and this
| rI..11 -
| when three thousand dollars of its capital
| stock has been subscribed for.
| No transfer of stock shall be binding upor
| the corporation, unless said transfer has beer
| shall any stakeholder pledge or hypothecat,
his stock without first obtaining the permis
sion of the board of directors; nor shall an,
| stockholder be permitted TO sell his stool
without first offering same to the corporation
for sale at its book value, said offer to b.
in writing addressed TO the board of direc
tors, the corporation to have ten Q0) day
within which to accept or reject said offer
In case OF controversy the board of director
shall determine the rule by which the bool
value shall be arrived at
Article V.-All of the corporate powers o
this corporation shall be vested in and exer
ci.ed by a board of directors composed o
three shareholders, majority to constitute
quorum for the transaction Of all business
The board Of directors hereinabove provide
for shall be elected annually at a genera
meeting of the shareholders to be held on tn
tnl1d MONDAY IN May, 1913, ana eacn an
every succeeding year thereafter, after te
ClO days notice in writing mailed to eac
holder of common stock at said shareholder
last known address.
The board of directors shall elect from thei
own number a president, a vice-president, an
shall further elect or appoint a secretary
treasurer, who may or may not be a share
. holder. And such board of directors sha
serve until their successors have been dul
elected and have qualified.
Special meetings of shareholders may ;
held at the request of any three shareholder
by call of the board Of directors, after te
OO days notice in writing, as above DR.,
, vided, stating the object of said meeting.
4 Any vacancy in the board of directors fro
I any cause whatsoever, shall be filled for h
unexpired term by the remaining directors
Article VI.-This act of incorporation ma
be changed, altered, amended, or this 90
,. poration may be dissolved by a vote of tw
A thirds of the common stock issued, at a ge-
4 eral meeting convened for that purpose aft
8 thirty days notice in writing mailed to eat
5 shareholders last known address, and aft
ten Q0) days publication in one of the dai
v newspapers in the city of New Orleans, al
\ as prescribed by law.
Article VI1.-Whenever this corporation
l. dissolved by limitation or otherwise, its !
l. fairs shall be liquidated under the supervisi