The herald., 1915-04-01


them, to form and constitute body corpor-
ate and polite in law, for the objects and
purposes, and under the stipulatons and pro-
visions following, to-wit:
Article 1.-The name and title of this cor
poration shall be the Deer Island Improve
ment Company, Inc, and under that name
shall have and enjoy all the rights, privileges
and advantages granted by law to corpora
tions, and shall have the power and authority
to enjoy succession and corporate existence
for and during the period of ninety-nine (99)
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
to break, alter amend at pleasure to hold,
receive, purchase, convey, deliver, mortgage,
hypotheCate and pledge any property, real or
personal, and to issue notes and other obll-
cations, negotiable instruments or other evil
dences OF debt; to have and employ such
managers, agents and other employees as the
interest and convenience Of said corporation
may require demand, and to make and
establish such bylaws, rules and regulations
for the corporate management and control OF
its affairs as may be deemed necessary and
expedient
Article 1.-THE objects and purposes for
which this corporation is created, hereby
declared to be, to purchase, hold and dispose
OF all or any portion OF that property known
as Deer Island, in Harrison county, State
of Mississippi, and for this purpose to buy,
o
ALLEVIATE deal in real estate generally.
whether improved or unimproved, in the
States Of Louisiana and Mississippi, or else
where, either for itself for the account OF
others, and either principal or as agent, on
commission or otherwise; and also to 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-fve thousand (S25,00O.O0) dollars, divided
into and represented by two hundred and
fifty (250) shares of the par value of one
hundred $4,000 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 full paid and non
assessable, and no transfer of stock shall be
binding the said corporation, unless re-
corded on its books. This corporation shall
be a going concern as soon as ten thousand
(Sl0OO0.0O) dollars of its capital stock has
been subscribed for, as hereinabove provided.
OF the stock so authorized to be issued, one
hundred and fifty Q5O) shares, amounting to
fifteen thousand (SlS0OOO0) dollars, shall be
preferred stock, and one hundred OOO shares
amounting to ten thousand (Sl0,00O.OO) dollars,
shall be common stock. Each share OF the
common and preferred stock shall be entitled
to 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:
|. The holders of said preferred stock shall
be entitled to receive out of the net profits
of the business, a fixed and determined di-
vidend at the rate of seven per cent. per
annum, on the first day of March of each
year, beginning with the lst of March, 1916,
before any dividend be set apart for, or
paid on account OF, the common stock Tor 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 dlstriou-
| ton of the capital or surplus shall be made
/ to the holders of the common stock
?. The fixed dividends OF seven per cent. on
| the preferred stock are to be cumulative and
to bear six per, cent. interest on arrears IRON
the time that they shall have become due, as
herein provided, that If for any period
or periods such dividends are not paid, the
| right thereto shall cumulate as against the
| common stock; and all arrears thereof Sc
cumulated and interest thereon, as herelr
| provided for, must be paid before any divI-
/ dend can be paid on 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 ;
| like dividend of seven percent, which snail
be noncuniulative; and after both the pre-
| ferred and common stock have received
anv further earnings or dividends shall b.
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, Parisi
of Orleans, State of Louisiana, and all cita
tions or other legal process shall be serve'
upon the president, and in his ABSENCE
the law directs.
ton shall be vested in, and the management
and control of it's affairs shall be exercise
by, Board of Directors, to be composed Q
not less than five, nor more than nine STOCK
holders, three of whom shall constitute
quorum for the transaction of the business Q
the corporation, and each of whom shall ow
, in his own right, during the term OF his Once
at least one full paid share, either OF IN
| preferred or of the common stock OF TINS col
The first board of directors of this corpora
ton shall be composed of Meyer Elseman, q
} Baronne street; 5 w; SouerSi I1Go P Pe,3It
, ing; Alvin E. Johnson, 500 Laurel stree
and EIdon s. Lazarus, 9O4 Maison Blanch
Building, all of New Orleans, louisiana
The officers Of the first board Hrnside or a!s''T
! Souers, vice-president and ALVIN T. johnson
: secretary and treasurer. ,. 81 =
4 The said first board of directors ana u
said officers above named . f snaii Mondav
II
: Nh 1o16 on which day and ANNUAL
: tbereafter the board of directors shall
I sIected nv the stockholders at meetlr
I c.IIed for that purpose. All directors ar
officers shall hold office until their suceesso
: are elected and qualified and any fallure
{ elect directors shall not be regarded ds
J. forfeiture of this charter: II ..oo
: In the election OF directors ea9H ea,
= holder shall be entitled to one vote LOT ca
share of stock owned by him and stanolns
: his name on the books of the company, al
y NAV be cast either in person or oy puiy
S .Lay;zed nroxy and a majority OF the Vot
d naot shall elect ANY vacancy occurring
y The hoard of directors, shall be hiled Dy
9 remaining directors for the uneXplreo tei iai
Il Article VI.-All meetings OF the stocknoi
y ers shall be called by written notiee, MAJ MAJ
u to the last known address OF eacn G Az
7, not less than fifteen days before the I'd
SSed for such meeting, unless said notice
r been waived in writing by the stockholders
e Article VII-The act of incorporation M
n r.. amended. modified, changed or altered
e " cornoration NAV be dissolved, with !
n, .ssent OF the stockholders holding ana own
n two.thirds of the capital stock tnereol,
IL NAV be present represented at d ~
y meeting of the stockholders conVeneI io' -
purpose, and of which due ho'ies mas "
,s given. A-..;o, sball he dissolv
re ;,har NV Limitation or from any otner eau
., Ire affairs shall be liquidated by three GO
h. :.s;nners 10 be selected for that purpc
c. snn,,, ano,g the stockholders at a meeti
ii s tha stockholders convened for such purpoo:
lid commissioners shall remain IN On
7, until the affairs of said corporation sna.
II fully and finally liquidated. any /.
, occurring among the iiquioaaTiDiSs hx N.
re cause ACCOMPLISHMENTS Said Hquldat'