The herald., 1914-07-02

lars (s5O,OOOOO), shall be preferred stock, and
one thousand shares, amounting to hun
dred thousand dollars (sl0O,0O0.0O), 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 (7Co), payable on dates to be
determined by the board of directors. The
dividends on the preferred stock to the extent
OF the above seven per cent per annu OfC),
and no more shall be cumulative and shall be
payable before any dividend on the common
stock shall be paid set apart that If
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 set
apart for the common stock.
Whenever all cumulative dividends 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 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 or net profits.
Each share of common stock shall entitle
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 or winding up whether voluntary or
Involuntary of the company, the holders of
the preferred stock shall be entitled to be
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
corporation shall become a going concern
when three thousand dollars of its capital
stock has been subscribed for.
No transfer of stock shall be binding upon
the corporation, unless said transfer has been
made upon the books of the corporation; nor
shall any stockhclder pledge or hypothecate
his stock without first obtaining the permits
sion of the board of directors; nor shall any
stakeholder be permitted to sell his stock
without first offering same to the corporation
for sale at its book value, said offer to be
in writing addressed to the board of direc-
tors, the corporation to have ten (l0) days
within which to accept or reject said offer.
In case of controversy the board of directors
shall determine the rule by which the book
value shall be arrived at.
Article V.-All Of the corporate powers of
this corporation shall be vested in and exer-
cised by a board Of directors composed of
three shareholders, a majority TO constitute
quorum for the transaction of all business
The board of directors hereinabove provided
for shall be elected annually at general
meeting of the shareholders to be held on the
third Monday in May, 1915, and each and
every succeeding year thereafter, after ten
(l0) days notice in writing mailed to each
holder OF common stock at said shareholder
last known address
The board of directors shall elect from their
own number a president a VICE. resident, and
shall further elect OF appoint secretary,
treasurer, who may or may not be share.
holder. And such board Of directors shall
serve until their successors have been duly
elected and have qualified.
Special meetings Of shareholders may be
held at the request of any three shareholders
by cali Of TIE board OF directors, after ter
CO days notice in writing as above pro
vIded, stating the object of said meeting.
Any vacancy in the board of directors fror
any cause whatsoever, shall be filled for tn,
unexpired term by the remaining directors.
Article Nl.-This act of Incorporation ma,
be changed, altered, or anne nded, or this cor
poration may be dissolved by a vote of two
| thirds Of the common stock issued, at a gen
eral meeting convened for that purpose afte
| thirty days notice in writing mailed TO eacl
| Shareholders last known address, and afte
| ten QO days publication in one Of the dali,
newspapers in the city Of New Orleans. an,
as prescribed by law. "''
| Article VII.-Whenever this CORPORATION :
| dissolved by limitation or otherwise. its al
fairs shall be liquidated under the supervision