The herald., 1914-06-25

lars (SSO.OOOOO). shall be preferred stock, ant
one thousand shares, amounting to one hun
dred thousand dollars CSlO,WOOO), shall be
common stock.
The holders of the preferred stock shall be
entitled to receive, when and as declared from
the surplus or net profits OF the corporation
yearly dividends at the rate of seven pei
cent per aunum an, 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 Oh }
and no more, shall be cumulative and shall b,
payable before any dividend the common
stock shall be paid or set apart, so that i
in any year dividends amounting to sever
per cent shall not have been paid on said pre-
ferred stock. the deficiency shall be payable
before any dividends shall be paid OF SCI
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 for pre-
viouS years, shall have set aside from 1t:
surplus or net profits sum SUFFICIENT for the
payment thereof, the board of directors may
then declare dividends on the common stock
payable then thereafter, out of the remain
ing surplus 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
ton or winding up whether voluntary oil
Involuntary of the company, the holders OF
the preferred stock shall be entitled to be
paid in full both the par amount Of theil
shares and the unpaid dividends accrued
thereon. before any amount shall be paid &c
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 fund,
shall be divided and paid 10 the holders OF the
common stock according to their respective
shares.
Certificates Of stock shall be signed by the
N.Y. II
corporation shall become a going concern
when three thousand dollars OF its capita
stock has been subscribed for.
No transfer Of stock shall be binding upor
the corporation, unless said transfer has beer
made upon the books of the corporation; MOI
shall any stockholder pledge or hypothecdtC
his stock without hrst obtaining the permits
sion of the board Of directors; shall any
stakeholder be permitted to sell his stocI
without first offering same to the corporation
for sale a. its book value, said offer to b,
IN writing addressed to the board OF dlrec
tors. the corporation 70 have ten CO) day
within which 20 accept or reject said offer
In case OF controversy the board Of directors
shall determine the rule by which the bool
value shall be arrived at
Article N.-Al Of the corporate powers o
this corporation shall be vested in and exer
cised by a board Of directors composed o
three shareholders, a majority to constitut,
a quorum for the transaction of all business
The board OF directors hereinabove provided
for shall be elected annually at a genera
meeting OF the shareholders TO be held on tn,
third Monday in May, 1918. and each anC
every succeeding year thereafter, after ter
90 days notice in writing mailed to eacE
holder OF common stock at said shareholder
last known address.
The board OF directors shall elect from thei
own number president, a vice president. anC
shall further elect or appoint a secretary
treasurer, who may or may not be a share
holder. And such board Of directors shall
serve until their successors have been dul,
elected and have qualified.
Special meetings OF shareholders NAV b,
held At the request OF any three shareholders
by call OF the board Of directors. after ter
ly days notice in writing as above pro
vIdcd stating the object OF said meeting
Any vacancy in the board Of directors froT
any cause whatsoever, shall be filled for tn
unexpI-ed term by the remaining directors.
Article NI.-This act Of incorporation ma,
be changed, altered, or amended or this cor
poratIon may be dissolved by a vote of two
thirds OF the common stock issued, at ger
eral meeting convened for that purpose attic
thirty days notice in writing mailed to eacl
Shareholders last known address. and af,e
ten N0D days publication in one of the dali
newspapers in the city Of New Orleans, an
as prescribed by law.
Article NII.-Whenever this corporation,
dissolved by Limitation or otherwise. its al
fairs shall be liquidated under the supervisio