The herald., 1915-12-16

ArtiCle lN.-lne Capital STOCK OF TINS cor
poration is hereby fixed at the sum of one
hundred thousand (slO0OO0O0) dollars, divided
into and represented by two thousand shares
of twenty-five (S25.0O dollars each, hereby
| declared and designated as preferred stock,
said preferred stock to bear cumulative in
terest al the rate of eight per cent (SC6) 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 CS50O0o00 dollars, shall be represented
by two thousand shares OF common stock Of
the par value Of twenty-five (S25.OO) dollars
| each; all of said shares OF common and pre-
| terred 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 After the redemp-
| ton OF the fifty thousand (S50,0OOOO) dollars
! preferred stock issued, as provided for in
| Article V, the capital stock OF this corpora.
ton will be reduced to fifty thousand ESQ.,
OO0OO) dollars.
The holders and owners of common stock
/ IN this 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 V.-The certificates Of the preferred
! stock shall be redeemable in twenty (20) five
! per cent $50 payments, which said pay
ments 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 (20Co) shall be redeemed in
any 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
ton and cancelled. Until the redemption of
the preferred stock as 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 a board of directors to be composed of
five (5 stockholders to oe 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 domicile and at the place of business of
said corporation and shall be by ballot under
the supervision of one % 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 uO) 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 a 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. failure,
however, TO elect directors the date above
specified or to fill 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, 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 it
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 we'll as
: TO alter and amend, any and all bylaws, rules
and regulations necessary and proper in its
judgment for the COnducI, 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 othel
corporations, subject to the restrictions Of
= the law, regards the voting of the same
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
. tute quorum for the transaction of all bust
: ness of the corporation
The board shall have the right TO issu,
shares OF stock for money or for property re
!, ceived, for services or labor actually rem
dered the corporation, and all shares of stool
shall be signed by the president and counter
I signed by the secretary. The first board o
directors under this charter shall consist o
: William P. Conery, Lyman c. Reed Samue
McC. Herndon, Ernest ]. Huguenot, anC
/ George w. Vredenburgh; all of whom shall
= hold office until the third Tuesday in Janu
: airy, 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
l Lyman c. Reed, l2l2 Webster St, -vice.presi
dent; Samuel McC Herndon, 1907 ST. Charlie
!, Ave. secretary; Ernest J. Huguenot, s24 S;
! Ferdinand ST., treasurer
: Article VII.-No stakeholder shall ever b
: held liable for any contracts or faults o
il this corporation in any further sum than tn
n unpaid balance due on his respective SHARES
e Article VIII.-This charter may be amend
y ed, or this corporation may be dissolved b.
Il three-fourths go vote OF the stock repre-
d scented at meeting held after ten Q0 day
4 notice in writing to be mailed to the stock
d holders of this corporation, and in case Q
e dissolution, the board OF directors shall &C
!. | as liquidators.
= Thus done and passed in my Office, in thi
e city, on the day, month and year hereinabov
!, first written, and in the presence of Georg
d Schmitt and M. Emerson, competent witnes
e ses, who hereunto sign their names togethe
5, with the said appearers and with me, notary
y after due reading of the whole.
y Original Signed: Names omitted
Witnesses: George Schmidt, Mildred EmeI
/. son.
5, VIM. II. BYRNES, JR., Notary Public.
r I, the undersigned recorder of mortgage
j. in and for the parish of Orleans, do hereb
i. certify that the above and foregoing act {
n incorporation of the Universal Electric an
Speciality Manufacturing Company, lncorpo,
,r ated, was this day recorded in my office, |
lie book ll57, folio -.
t, New Orleans, La, Nov. =, A. D. 1915.
, EMILE J. LEONARD, by. /
= I hereby certify that the foregoing is tru
;. and correct copy of the original act on HE
!. my Office.
re VIM. II. BYRNES, JR, Notary Publ
g nov II IS Is dec 2 9 10
n CHARTER
Ct OF AMERICAN SHIPPING COMPANY,