The herald. [volume] (New Orleans, La.) 1905-1953, 1915-03-25

sons as may hereafter become associated will
tnem, to form and constitute body corpor
ate and polite in law, for the objects anC
purposes, and under the stipulations and pro
VISIONS following, to-wit:
Article The name and title of this cor
poration shall be the Deer Island Improve.
shall have and enjoy all the rights, privilege:
and advantages granted by law TO corpora
tons, and shall have the power and authority
70 ENJOY succession and corporate existence
LOT and during the period of ninety nine 49,
years from the date hereof, unless sooner
dissolved in the manner hereinafter provided
for
Said corporation shall have the power and
authority TO contract, to sue and be sued, to
make and use a corporate seal, and the same
10 break, alter or amend at pleasure, to hold
| receive, purchase, convey, deliver, mortgage,
hypothecate and pledge any property, real OF
personal, and to issue notes and other obi
cations, negotiable instruments or other evi.
dences OF debt; to have and employ such
| managers, agents and other employees as the
interest and convenience of said corporation
may require or demand, and to make and
! establish such bylaws, rules and regulations
| Tor the corporate management and control OF
IT'S AFFAIRS as may be deemed necessary and
Article 1.-THE objects and purposes for
which this corporation is created, are hereby
| declared to be, TO purchase, hold and dispose
OF an or any portion OF that property known
| as Deer Island, in Harrison county, State
| OF Mississippi, and for this purpose to buy,
| sell, mortgage, exchange or otherwise acquire,
| ALLEVIATE or deal in real estate generally
Shether improved or unimProved, in the
States of Louisiana and Mississippi, or else
| where, either for itself or for the account Of
| others, and either as principal or as agent, on
commission OF otherwise; and also 10 improve
property real or personal; to grant and take
! mortgages and assignments of mortgages
upon the same, and generally to do any and
| all things and acts whatsoever necessary or
| incidental to, or connected with, the trans
action OF the business of said corporation.
Article III.-The capital stock of this cor
poration is hereby fixed at the sum of TWEEN
ty-hve thousand (S25,OO0O0) dollars, divided
into and represented by two hundred and
hundred (Sl00.0O) dollars each, and when is.
sued, shall be paid for in cash or in property.
or IN the equivalent thereof. All shares of
stock shall be issued as full paid and nom
assessable, and no transfer of stock shall be
binding on the said corporation, unless re-
corded on its books. This corporation shall
be going concern as soon as ten thousand
(Sl00O0OO dollars of its capital stock has
been subscribed for, as hereinabove provided
VI the stock SO authorized to be issued, one
hundred and fifty OS0) shares, amounting to
fifteen thousand CSl5,00000) dollars, shall be
preferred Stock and one hundred (lO0) shares
amounting to ten thousand (slOoOOOO dollars,
shall be common stock. Each share of the
common and preferred stock shall be entitled
to one vote in person or by proxy, at all
meetings of the stockholders The preferred
stock shall be issued only upon the terms,
conditions and limitations and provisions,
to-wit:
l. The holders of said preferred stock shall
be entitled to receive out of the net profits
of the business, a fixed and determined d.
vidend at the rate of seven per cent. per
annum, on the first day of March of each
year, beginning with the LIST of March, 1916,
before any dividend be set apart for, or
paid on account of, the common stock for the
period heretofore elapsed. The principal or
par value of said preferred stock, with seven
per cent. annual dividends and six per cent.
interest on arrears from the time that they
shall have become due, shall be paid in full
out of the assets of the company in preference
to the common stock, in the event of any
liquidation OF the company, whether said
liquidation be through insolvency, receivership
or the termination of its corporate existence,
or for any other cause, before any distrbu-
tion OF the capital or surplus shall be made
to the holders of the common stock.
3 The fixed dividends of seven per cent on
the preferred stock are TO be cumulative and
to bear six per cent. interest on arrears from
the time that they shall have become due, as
herein provided, so that If for any period
periods such dividends are not paid, the
right thereto shall cumulate as against the
common stock; and all arrears thereof so
cumulated and interest thereon, as herein
provided for, must be paid before any diyi-
dend can be paid the common stock.
3. After the preferred stock shall have re-
ceived a dividend of seven per cent, the
common stock shall be entitled TO receive a
be noncumulative; and after both the pre-
ferred and common stock have received a
dividend of seven per cent. for year,
any further earnings or dividends shall be
shared equally by the preferred and the COM
mon stock.
Article IV-The domicile of this corporation
shall be in the city of New Orleans, Parish
of Orleans, State of Louisiana, and all cita-
tons or other legal process shall be served
upon the president, and in his absence, as
the law directs.
Article V-All the powers of this corpora.
ton shall be vested in, and the management
and control of its affairs shall be exercised
by, Board of Directors, to be composed of
not less than five, nor more than nine stock
holders, three OF whom shall constitute a
quorum for the transaction of the business of
the corporation, and each of whom shall own
in his own right, during the term of his office,
at least one full paid share, either of the
preferred or of the common stock OF this cor
poration.
The first board of directors of this corpora
ton shall be composed of Meyer Eiseman, 2l6
Baronne street; s. w; Souers, l2os Peters
ing; Alvin E. Johnson, 500 Laurel street,
and Eldon s. Lazarus, 9O4 Maison Blanche
Building, all of New Orleans, Louisiana.
The officers of the first board of directors
Souers, vice-president and Alvin E. Johnson,
secretary and treasurer.
The said first board of directors and the
said officers above named, shall serve and
March, 1916, on which day and annually
thereafter, the board of directors shall be
elected by the stockholders at a meeting
called for that purpose. All directors and
officers shall hold Office until their successors
are elected and qualified, and any failure to
elect directors shall not be regarded as
forfeiture of this charter.
In the election of directors, each stock
holder shall be entitled to one vote for each
share of stock owned by him and standing in
his name on the books of the company, and
may be cast either in person or by duly au-
thorized proxy, and majority OF the votes
cast shall elect. Any vacancy occurring IN
the board of directors, shall be filled by the
directors for the unexpired term.
Article VI.-All meetings OF the stockhold,
ers shall be called by written notice, maiied
TO the last known address of each stockholder,
not less than fifteen days before the date
6xed for such meeting unless said notice has
been waived in writing by the stockholders.
Article VII-The act of incorporation may
be amended, modified, changed or altered, or
this corporation may be dissolved, with the |
assent OF the stockholders holding and owning |
two.thirds of the capital stock thereof, who
NAV be present or represented at a general
meeting of the stockholders convened tor that !
purpose, and of which due notice has been |
given. ,:,I
either by limitation or from any other cause, |
its affairs shall be liquidated by three com
missioners TO be selected for that purpose |
from among the stockholders at meeting |
~ the stockholders convened for such purpose; |
sa;d commissioners shall remain in othce /
until the affairs of said corporation shall be |
fully and finally liquidated. Any, vacancy |
among the liquidators, from any |
cause whatsoever, shall ue filled 6y me re-
AID