The herald., 1914-03-12

| full out of said net profits before any divi
| bends are paid upon the common stock. II
after providing for the payment OF full dlyl'
dends for any year on the preferred stock
and for any balance that may remain due on
the cumulative dividends on such preferred
stock for any preceding year or years, there
shall remain any surplus net profits, the com.
mon stock shall then be entitled to paymcn,
on; OF such net profits Of dividend OF eight
per cent $50.
deud on the preferred stock and eight per
cent tSCrb dividend on the common stock,
any further additional net prohts shall De
divided into two equal parts or halves, OF
which oue-half shall be distributed as dIyi-
dcudS on the preferred stock, and one-hali as
dividends on the common stock.
Only the common stock shall have the pow
cr Of voting at any meeting OF the stock
h1lder, Ii, however. the Company shall, Tor
a period Of three successive years, faIl to pay
the eight per cent 500 cumulative dividend
on the preferred stock, then the preferred
stock shall have the same right OF voting as
the common stock, each share, common and
preferred, in such contingency, being entitled
This Corporation shall not have the righ,
TO call IN Or retire the preferred stock or to
increase or decrease the amount thereof, eN'
cept with the consent of q majority OF two
thirds OF said preferred stock, which may De
represented At the meeting called Tor the pur'
pose OF voting upon that proposition and then
only by paying par and all cumulative dlvi'
deuds
In case Of the liquidation Of this Corpora.
ton. the assets Of the Company shall be
divided ratabiy between common and pre-
fcrrcd Suck.
This Company shall be going concern and
| shall have the right to carry on business "a
| soon as three thousand (SGO0OO dollars oil
rs capltal stock shall have been SUBSCRIBE
| for. All stock shall be paid for IN cash OF
| its equivalent, and, # not IN cash, then, III,
| Board OF Directors OF the Company shall de
termiue the value OF such equivalent offered
IN
! cate OF stock be issued.
/ Article ~. The powers Of this Corporation
/ shall be vested IN and the management anC
control OF its affairs shall be exercised by
Board Of Directors composed OF not fewer thar
| three 80, nor more than five 80 Stockholders
| a majority OF whom shall constitute a quorum
/ for the transaction OF all business. The de
! reCtprs shall be elected by the common stock
! holders on the first legal day in January o
! each year. Zach stakeholder shall be entitle,
/ m person or by proxy, 10 a vote Tor even
/ share owned by him, and all elections shall
/ he held under such rules and regulations a
| may he determined by the Board of DlreC
/ tors. The votes shall be cast by ballot. Tn
/ directors thus elected shall continue IN ofhc
/ for one year. or until their successors hav
/ been duly elected and have qualified y
/ failure TO elect shall be regarded as a for
. feIturc Of tins charter. Any vacancy occurru
ON said board shall be filled by the remain
Board OF Directors shall al Its FIRST mectin
| after its election, nominate out OF its numbc
! u President, a Vice President. a Secretar
l and Treasurer. SAID board shall employ an
dismiss such clerks, managers, and other en-
ployces OF the Corporation as the iutercs
and business OF the same may justify. An
OF the directors or officers shall have tn
night to appoint by written instrument, ar
other director or stakeholder to act hi
proxy and in his stead at any and all meet
ugS OF the Board Of Directors.
Promptly after the formation Of this Coz
poration there shall be a meeting Of the stock
holders for the purpose OF electing the mrs
! Board OF Directors, who shall hold office unit
the FIRST legal day Of January. 1918. or unit
their, successors are elected as above pre-
/ vIded.
Notices Of election may be given by maj
| addressed to the last known post Office ad
dress Of the stockholders, for ten days prio
to the date of election.
| After the amount OF stock required to au
| thorize this Company 10 begin business ha
been subscribed for, the Board of Director
shall be authorized to sell the remaining O
additional stock at par, or at a price owe
and above the par value; but the net add
uonal amount over and above such par valu
shall go to the surplus OF the Company.
Article v Whenever this Corporation sha
be dissolved either by limitation or from an
other cause, its affairs shall be liquidated b
three 90 stockholders to be appointed at
general meeting OF the common stockholder
convened for the purpose of liquidation d
hereinafter provided, each share being entitle
to one vote to be cast by the holder eitht
IN person or by proxy. Said commissioner
shall remain IN OtnCe until the affairs OF sal
Corporation shall have been fully settled an
lIquidated and they shall have full powt
and authority TO transfer and give title to a
the assets and property OF the Corporate
and TO distribute the proceeds. In case
death or disability or resignation OF one
more commissioners the vacancy shall be file
by the surviving commissioner or commission
4 erS.
Article VI. This act Of incorporation ma
be changed, modified, altered, or this co
: poration may be dissolved with the assei
Of the stockholders owning thrcc-fourths
the stock Of the Corporation, present or rel
resented, at a general meeting convened t,
that purpose, and, after at least ten day
= written notice has been given through Il
mail, or by delivery in person, TO each stool
, holder at his last known place of residence.
Article VII. No stakeholder shall ever
= liable or responsible for the contracts or faul
5 OF this Corporation in any further sum th5
any unpaid balance due on the shares of stoC
} owned by him; nor shall any mere informa
lty IN organization have the effect of rende
; ing this charter null, o. of exposing a stoc
holder to any liability beyond any amou
due on his stock.
] Thus done and passed in my office at u
T City of New Orleans on the day, month al
j year herein first above written in the pre-
ence OF Bertrand /. Calm and Peter X. Fe
rera, competent witnesses, of full age al
j dOmiclled in this City, who together wi
S said appearers and me, notary, have sign,
their names after due reading of the whole.
Names of Subscribers }
Witnesses: Bertrand l. Calm, p. X. Ferrer
"a true copy:
BERNARD TITCHE, Not. Pub.
|, the undersigned, Recorder of Mortgage
in and for the parish of Orleans, State
Louisiana, do hereby certify that the abo
and foregoing Act of Incorporation of Il
Auto-C ycle Company was this day duly T
corded in my. office in Book lll9, Folio 500.
EMILE ]. LEONARD, by. r.
| hereby certify the above and foregoir
to be true and correct copy of the origin
Act OF Incorporation of the Auto-Cycle Cor
l pany together with the certificate of the K
), corder of Mortgages attached hereto, of reco
! and on file in my office.
: In faith whereof / set my official hand al
J, seal this 9TH day of February, 1914
d BERNARD TITCHE, Notary Public.
: Febl2-l Mch5-12-l9 1914
n CHARTER
: OF THE NEW ORLEANS CYCLE CAR