The herald., 1915-12-09

or otherwise acquire sell real personal
= | property.
Article IV.-The capital stock of this cor
poration is hereby fixed at the sum of one
hundred thousand (slOO,0O0.00 dollars, divided
into and represented by two thousand shares
! of twenty-five (S25OO) dollars each, hereby
declared and designated as preferred stock,
said preferred stock TO bear cumulative in
terest at the rate OF eight per cent go per
annum, and shall be issued in accordance
with the provisions and subject to the restric-
tions provided in Article Five Of this charter.
The balance of the capital stock. fifty thou
sand (S50,000O0) dollars, shall be represented
by two thousand shares OF common stock Of
the par value OF twenty-five (S25OO dollars
each; all Of said shares Of common and pre-
ferred stock may be issued for lawful money
for 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. Alter the redemp.
ton OF the fifty thousand (S5O,OOOOO dollars
preferred stock issued, provided for in
Article V, the capital stock OF this corpora
ton will be reduced to fifty thousand ESQ.,
OnOOD dollars.
The holders and owners Of common stock
in this corporation shall be entitled 10 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.-Ihe certificates Of the preferred
stock shall be redeemabe IN twenty (2O) five
per cent $50 payments, which said pay
meutS 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 4 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
ton 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 TO be composed OF
: 1--WE 80 stockholders to ce 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 domCIlc and at the place Of business OF
. said corporation and shall be by ballot under
the supervision OF (D 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 (lO) 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 by written
: proxy, and majority Of votes cast shall
elect.
Any vacancy occurring among the directors
by death, resignation or otherwise, shall be
filled by election for the remainder of the
term by the remaining directors. A failure
however, to elect directors on the date above
specified or to hll vacancy 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
may deem necessary for the purpose and
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 conduo, support and man
" agement of the business and affairs Of the
corporation.
= The board shall have full power and au
thority to borrow money, execute mortgages
| create liens, issue bonds, notes or other liza
- bilities, to hold. own and vote stock in othe
corporations, subject to the restrictions o.
| the law, regards the voting of the same
D and generally to do all things or convenient
for the proper carrying on of the business o.
the corporation.
Three members of the board shall consti
J tute a quorum for the transaction of all bust
g 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 stool
v shall be signed Oy the president and counter
4 signed by the secretary. The first board o
!, directors under this charter shall consist o
!, William P. Conery, Lyman c. Reed, Samue
a McC. Herndon, Ernest ]. Huguenot, ant
i George w. Vredenburgh; all of whom shall
- hold office until the third Tuesday in Janu
= and qualified. Until the election in January
: the following stockholders shall hold office
,; William p Conery. 9lS Soniat St, president
Lyman c. Reed, 1912 Webster St, vice resi
dent; Samuel Nee. Herndon, 1907 ST. Charlie
n Ave, secretary; Ernest J. Huguenot, s24 81
y Ferdinand St, treasurer.
- Article VII-No stakeholder shall ever b
= held liable for any contracts or faults o
II this corporation in any further sum than til
- :, unpaid balance due on his respective shares
- Article VIII.-This charter may be amend
- ed. or this corporation may be dissolved b.
:, three fourths go vote OF the stock repre-
"A scented at a meeting held after ten QO day
a notice in writing to be mailed TO the stock
a holders of this corporation, and in case o
~ dissolution, the board of directors shall &C
= as liquidators.
r Thus done and passed in my Office, in thi
,e city, on the day, month and year herenabov
d, first written, and in the presence of Georg
ID Schmitt and NJ. Emerson, competent witnes
,e ses, who hereunto sign their names togethe
s. with the said appearers and with me, notary
" after due reading of the whole.
y Original Signed: Names omitted
d Witnesses: George Schmidt, Mildred Emei
=, son.
s. VIM. II. BYRNES, JR., Notary Public.
err 7, the undersigned recorder of mortgage
4. in and for the parish of Orleans, do hereb
Il certify that the above and foregoing act {
IN incorporation of the Universal Electric an
Speciality Manufacturing Company, lncorpo
or ated, was this day recorded in my Office,
ne book ll57, folio -.
it, New Orleans, La, Nov. -, A. ID. 1915
EMILE ]. LEONARD, by.
~ I hereby certify that the foregoing is tru
~ ~ and correct copy of the original act on file
N my Office.
We VIM. II. BYRNES, JR., Notary Publ
ng nov II IS rs dec 2 g 10
ct CHARTER
p- OF AMERICAN SHIPPING COMPANY,
he INC