The herald., 1915-11-18
TIL E HER AID


hundred thousand (sl0O0OOOO) dollars, divided
into and represented by Two thousand share.
OF twenty-five (S25OO) dollars each. hereb,
declared and designated preferred stock
said preferred stock 10 bear cumulative in
terest at the rate OF eight per cent (SC,) pei
annum, and shall be issued in accordance
with the provisions and subject to the restric,
lions provided in Article Five Of this charter
The balance of the capital stock, fifty thou.
sand (S50GOOO dollars, shall be represented
by two thousand shares OF common stock OF
the par value Of twenty-five CS2SOO dollars
! each all OF said shares Of common and pre-
terred stock may be issued for lawful money.
| Tor property received, or for services or labor
| actually rendered the said corporation in
! accordance with the laws of the State of Lou
| IsIana on the said subject. After the redenp-
ton OF the nifty thousand 100000 dollars
! preferred stock issued, provided for in
! Article V, the capital stock Of this corpora.
ton VIII be reduced TO fifty thousand ESQ.,
| 00.0O dollars.
The holders and owners OF common stock
| IN TINS corporation shall be entitled to one
vote for each share OF common stock at all
| stockholders meetings OF this corporation
! The preferred stock will not be entitled to
/ vote IN stockholders meetings
| Article N.-The certificates Of the preferred
stock shall be redeemable IN twenty COO five
! per cent t5GCD payments, which said paw
/ inrnts shall be made at the option of the
| Board OF Directors, provided, however that
/ no money shall ever be used by the said
/ Board Of Directors except out Of the net
| earnings OF this corporation, and provided
/ further that not more than four payments or
/ twenty per cent COCO shall be redeemed in
| any one calendar year, and provided further
| that whenever a payment is made. the par
| value OF the stock certificate will be reduced
| the amount OF the said payment Dividends
WILL thereafter, be paid only on the net
value OF the said stock after making said
deductions: No redemption payments will be
| made until all cumulative dividends are paid
| IN full. After all the payments are made
the certificate will be returned to the CORPORA
uon and cancelled. Until the redemption Of
/ the preferred stock provided for herein is
| completed, no dividends shall be paid on the
common stock.
Article NI.-All the corporate powers Of said
corporation shall be vested in and exercised
by board OF directors 10 be composed OF
five 81 stockholders to re elected annually
on the third Tuesday Of January, 1917, or until
their successors shall have been elected and
qualified All such elections shall be held at
the domClle and al the place of business of
SAID corporation and shall be by ballot under
the supervision OF one CD commissioner to
be appointed by the board OF directors Notice
Of such elections shall be given each stock
holder IN writing by the secretary at least
ten u0) days prior thereto. which said notice
shall be mailed to the last known address of
said stockholders.
At all such elections and at all corporate
meetings, every stakeholder shall be entitled
to one vote for each share of common stock
standing IN his name the books of the
company, to be cast in person or by written
proxy, and majority OF votes cast shall
elect.
Any vacancy occurring among the directors
by death, resignation or otherwise, shall be
hIled by election for the remainder of the
term by the remaining directors. failure
however, to elect directors on the date above
specihed or 10 I'LL a vacancy on said board
when one occurs, shall not dissolve the cor
poration, nor impair its corporate manage
ment, but the directors then in office shall
remain in Office until their successors are
elected and qualified.
The board of directors shall elect from
among their own number a president, a vice
president, and a secretary and a treasurer;
they may from time to time name and ap-
point all such other officers and agents as il
business OF the corporation. They shall have
power to FIX and define the duties of every
officer and employee, and all said officers and
employees shall hold office and employment
at the pleasure of the board. They shall
have power to make and establish. as well as
to alter and amend, any and all bylaws. rules
and regulations necessary and proper in its
Judgment for the conduo4, support and man.
agement OF the business and affairs of the
corporation.
The board shall have full power and au-
thorty to borrow money, execute mortgages,
create liens. issue bonds. notes or other liza
bilities, to hold, own and vote stock in other
corporations subject to the restrictions of
and generally to do all things or convenient
for the proper carrying on Of the business of
the corporation.
Three members of the board shall consti.
tute quorum for the transaction of all bust
ness of the corporation.
The board shall have the right to issue
shares of stock for money or for property re-
ceived. or for services or labor actually rem
dered the corporation, and all shares of stock
shall be signed by the president and counter
ned hH. NIa - I'll
directors under this charter shall consist Of
William p. Conery, Lyman c. Reed Samuel
McC. Herndon, Ernest J. Huguenot, and
,ieorge w. Vredenburgh; all of whom shall
hold office until the third Tuesday in Janu-
1ry, 1917, or until their successors are elected
and qualified. Until the election in January,
the following stockholders shall hold Office:
William P. Conery, 9ls Soniat St, president;
dent; Samuel McC. Herndon. 1907 St. Charles
Ave, secretary; Ernest J. Huguenot, s24 St.
Ferdinand ST., treasurer.
Article VII.-No stockholder shall ever be
held liable for any contracts or faults of
this corporation in any further sum than the
unpaid balance due his respective shares. |
Article VIII.-This charter may be amend
ed, or this corporation may be dissolved by
three-fourths go vote OF the stock repre-
scented at a meeting held after ten QO days
notice in writing to be mailed to the stock |
holders of this corporation, and in case of
dissolution, the board of directors shall act
as liquidators.
Thus done and passed in my office, in this |
city, on the day. month and year hereinabove |
first written, and in the presence of George |
Schmitt and NJ Emerson, competent witnes |
ses. who hereunto sign their names together |
with the said appearers and with me, notary, |
after due reading of the whole.
Original Signed: Names omitted.
Witnesses: George Schmidt, Mildred Emer
son.
VIM. II. BYRNES, JR., Notary Public
/, the undersigned recorder of mortgages |
in and for the parish of Orleans, do hereby |
certify that the above and foregoing act OF
Incorporation of the Universal Electric and
Speciality Manufacturing Company, Incorpor
ated, was this day recorded in my Office, in
book llS7, folio -.
New Orleans, La, Nov. =, A. D. 1915.
EMILE J. LEONARD, by. R.
| hereby certify that the foregoing is true
and correct copy of the original act on file in
my office.
VIM. II. BYRNES, JR., Notary Public
nov II IS rs dec 2 10
CHARTER