The herald. [volume] (New Orleans, La.) 1905-1953, 1914-07-02


regulations for the proper management Of
rs affairs and the same 10 alter, amend or
repeal al pleasure, and generally TO exercise
ali powers that are conferred on corporation
ore.-lzed for the purposes hereinafter stated
Article IL. The domlcsie Of th's corpora
ton shall be IN New Orleans, Par.s h OF OG-
lean state Of La,li.,,-,. and all citations or
iytrr- LEGAL process, shall lie served on the
president Of this corporation. o-. m the event
If ir, absence, on the wee president, or, III
'hr even, u his absence. on tie secretary
treasurer IN tie order enumerated, and 1"
the event ui the absence 81 SAID respective
officers. o., ,he office oi the company.
Article III The objects and purposes for
which thu, corporation D., orslnrlcd aal the
nature o. 'hr tu-l-r-> % re carried on and
conducted by il, aye hereby declared 10 be
. 49, follows.
lease. or. .,H,-s .-r acquire. 90 halA u~c. owu.
oycra.,. develop. advise d. tac development
! t.r r.a..vta.rur- and Introduce. and % sell,
a>-..r. lease. pledge. mortgage. gran. ~ de-
Iq-lry and Otherwise deal lu aud With, ur turn
ta lD..Hu. ANY and al copyrights. c.r.ts-
-.H.- Trademarks. formulate, secret processes,
trvror-, Trade names and distinctive marks.
patents. patent nights, applications iar p.t-
turr, .rsvvf~ huycrr.E>. and all i"ygr-
tID.~. licenses. privileges, Improvements and
processes used .u y.rrr.tluu with To-. secured
s.Igr .-rrtr- I.'v.' or otherwise .. the
ufri States .-y other country. a"..ad-
r1g the good w'. ut the same. n- ANY such
property Of property rights; Il. ..a-e, rent.
. erect construct. llaEu't." and operate nH'.d-
! ing, necessary DO incident To- the business
herein Cortr-. plotted, and Co. Huy, sch EcH-
+. OF lease real estate or personal property m
the course and conduct OF said business.
either lu connection with SAID business o,
Otherwise, and generally 20 Do all things
= proper and legal that may relate or appcr-
/ tain to the objects and purposes herein set
5 forth
Aru,.c ~. he capital stock - ms cor
= porIrl.u is herrty rNcd u one hundred thl.-
- sand dollars SluHl"JnD, divided iu,' and
a r,prc>,uted Ly one tAgu>a.d shares OF ne
Z par value ~ one hundred dollars tuuvl each,
b ro De paid AZ such Times and IG such manner
As TIE board 81 directors may deem 1T and
] proper, and To he payable IN cash, property,
q. or ,uch authorized capital stock, two hun.
Idrcd and fifty shares, amounting 1? twenty
e uvc thousand dollars CS15uoO1, shall be r-c-
ierTcd stock, and seven hundred and nifty
r shares, amounting = seventy -nve thousand
dollars tS55,uUu. shall be common stock.
The holders Of the preferred stock shall be
entitled 70 receive. when and IS declared from
n the surplus net profits Of the corporation,
, yearly dividends at the rate Il seven per cent
y per aunum q per cent, payable on dates 10 be
determined by the board Cf directors. The
- dividends on The preferred stock, 10 the eN-
I tent OF seven per cent per aunum z peg cent?
and no more. shall he cumulative and shall be
payable before any dividend on the common
c stock shall be paid or set apart, so that II in
l. any year dividends amounting TO ! per cent
n shall not have been paid on said preferred
:, stock the deficiency shall be payable before
T. any dividends shall be paid or set apart for
2 the common stock.
81 Whenever all cumulative dividends on the
= | preferred stock for all previous years shall
u have become payable. and the company shall
{ have paid such cumulative dividends for pre-
Il vIOuS years, or shall have set aside from its
- surplus net profits a sum sufficient for
e the payment thereof, the board Of directors
h may then declare dividends on the com
2. mon stock, payable then or thereafter, out
- OF the remaining surplus or net profits.
. Each share OF common stock shall entitle
% the owner thereof, either III person or by
, proxy, to cast one vote at all meetings Of
e | Stockholders, but the preferred stock shall
e have voting powers whatsoever.
'. In the event OF any liquidation or disco
e luton OF winding up whether voluntary or
! paid IN full both the par amount OF their
d shares and the unpaid dividends accrued
\, thereon before any amount shall be paid TO
x the holders of the common stock; but. after
. payment to the holders OF the preferred stock
re- OF its par value and the unpaid accrued divi;
$ funds shall be divided and paid to the hold
- ers of the common stock according to their
or respective shares.
4 Certificates Of stock shall be signed by the
}: president and secretary treasurer, and thi:
=, corporation shall become a going concern
o. when three thousand dollars 5000 OF 1T
u No transfer of stock shall be binding upor
, the corporation, unless said transfer has beer
es made upon the books OF the corporation; no
e1 his stock without first obtaining the. permits
81 sion OF the board OF directors; nor shall am
g | stakeholder be permitted TO sell his stool
~ without FIRST offering same TO the corporation
" for sale at its book value, said offer TO be II
= writing addressed to the board of directors
- the corporation to have ten OO) days IN whlcl
- to accept or reject said offer. In case OF con
- troversy the board OF directors shall deter
-. mine the rule by which the book value shal
A be arrived at.
y. Article V. All Of the corporate powers o
"a this corporation shall be vested IN and eS
~ erclsed by board OF directors composed o
% three stockholders "a majority to constitut
" quorum for the transaction OF all business
l. The board OF directors hereinabove provide
oe for shall be elected annually at genera
y meeting OF the shareholders TO be held o.
~ IN the second Monday IN May, l9lo, and eac
II; and every succeeding year thereafter ate
ca ten CO) days notice IN writing mailed I
rs. each holder OF common stock at SAID share
~ holders last known address.
y; The board of directors shall elect tror
- their own number president, vice presi
"a dent and shall further elect or appoint
q; secretary-treasurer, who may or may not b
y; shareholder. And such board OF director
e.. shall serve until their successors have bee
duly elected and have qualified:
Special meetings OF the shareholders may b
held at the request OF any three snareholueT'
by call of the board of directors, afte
es. ten days notice in writing as abov
OF provided, stating the object of such meeting.
we Any vacancy in the board OF directors, fror
he any cause whatsoever, shall be filled for III
Ias unexpired term by the remaining directors.
ok Article VI. This act of Incorporation ma
be changed, altered, OF amended, or TINS col
| he nv