The herald., 1914-03-19
CHARTER OF

Tinted States OF America, State II Louisiana,
Parish vi Orleans. City II New Orleans.
BE II known, That on thls second day OF
the month OF February IN the year one thou
sand nine hundred and fourteen llylD, be
io.e ne, Bernard IIichc. notary public
duly commissioned aud qualified IN and for
tins city and the Parish OF Orleans, and IN
the presence OF the witnesses hereinafter
named and undersigned, personally came and
appeared, the parties whose names are here
unto subscribed, all Of iull age. Who de-
cIared that. ayailiug themselves OF the pro-
visions OF the laws OF tins state IN such cases
made and provided they have cOvenanted and
agreed, and by these presents covenant and
agree, and bind themselves as well such
other persons as may hereafter become asso-
uldtCt with them TO form and constitute
corporation and body polite IN law, for the
purposes and objects and under the stIpula-
'Ipu,, articles and conditions following, to-
Wit:
Article /. The name and title Of said cor
ppra,iou shall be the Auto-CycIe Company.
It, domicIc shall be IN the cry OF New Or
leans, State Of louisiana, |: =. A, ana under
ITS said corporate name, sad corporation shall
have power and authority 20 contract, sue
md be sued; 10 make and use a corporate
seal, and the same to break and alter At
pleasure; 10 hold, receive, have, purchase in-
prove. alternate, convey, sell, borrow, pledge,
mortgage and hypOthccate, under IT. said cor
porate name, property, real, personal and
mixed; 10 name and appoint such officers, dI-
TectorS, agents and managers or employees
puTa'IoG may require; TO make and establish
by-l.ws. rules and regulations for the proper
management and regulation OF ITS affairs as
may be deemed necessary and proper, and
the same to change and alter ~ pleasure
and 10 do all other acts and things permitted
by law, or as shall be necessary and proper
TO carry OUT the objects and purposes OF said
corporation.
said corporation. unless sooner dissolved in
accordance with us charter, shall exist and
continue Tor the period OF niuety-nine years
from and after the date hereof.
The president, or in his absence the vice
president, shall be the proper person upon
whom citation or other legal process shall be
served
Article II. The objects and purposes Tor
which this corporation Is organized, and the
nature OF the business TO be carried on BY
it. are declared to be the following, to-wit:
10 design, manufacture. assemble, erect or
construct all kinds OF gasoline or electric
pleasure or light delivery cars upon such
plans and specifications as may seem advan-
tdgeOuS.
To own and operate machine shops or erect
ing plants; 10 do all kinds of brass or sheet
metal work; to manufacture gas engines,
wire wheels, axels power plants, and all
kinds Of components for such cars; to manu-
facture and sell all articles and things which,
III the opinion OF the management OF said
corporation may be advantageous or profita-
bic; and generally 10 buy and sell articles
81 trade and commerce, and to do all things
incident. proper or necessary in connection
Herewith and useful in carrying on its bust
ness.
Article III. The capital stock of the cor.
poration shall be one hundred thousand $780,.
OO0.OOD dollars, OF which seventy-five thousand
CS75,OOOOO) dollars, represented by seven hun.
dred and fifty (750l shares OF the par value
OF one hundred (SlOOOO dollars per share
shall be preferred stock. and twenty five thou,
sand (S2S,0000O) dollars, represented by two
hundred and nifty ESQ shares OF the PAL
value OF one hundred $4,000 dollars pei
share shall be common stock.
The preferred stock shall be entitled to di.
vldends Of eight per cent $50 per snnum il
each and every year, payable out of the net
profits OF the Company by priority over the
payment of any dividends the common
stock, said dividends shall be cumulative, and
should the net profits IN any year be INSULT
cient TO pay said preferred dividends either
IN whole or IN part, any unpaid portion there
OF shall become charge against the mel
profits OF the Company and shall be paid in
full out Of said net profits before any divi.
dends are paid upon the common stock. If,
after providing for the payment OF full divi-
bends Tor 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 years, there
shall remain any surplus net profits. the COM
mon stock shall then be entitled 10 payment
ous OF such net ProtIts Of a dividend OF eight
per cent 800.
Alter the payment Of said cumulative divi-
dend the preferred stock and eight per
cent $50 dividend on the common stock,
any further additional net profits shall be
divided into two equal parts or halves, of
which one-half shall be distributed as divi-
dends on the preferred stock, and one-half as
dividends on the common stock.
Only the common stock shall have the pow
er Of voting at any meeting of the stock
holders. If, however, the Company shall, for
a period of three successive years, fail 10 pay
the eight per cent CSCo) cumulative dividend
on the preferred stock, then the preferred
stock shall have the same right of voting as
the common stock, each share, common ?nd
preferred, in such contingency, being entitled
TO one vote.
This Corporation shall not have the right
to call in or retire the preferred stock, tc
increase or decrease the amount thereof, ex
cept with the consent of a majority of two
thirds of said preferred stock, which may be
represented at the meeting called for the pur
pose of voting upon that proposition and Their
only by paying par and all cumulative divi
dends