The herald. [volume] (New Orleans, La.) 1905-1953, 1915-12-02

Article IV-The capital stock of this cor
poration is hereby fixed at the sum Of one
hundred thousand (sl0O0O0.0O) dollars, divided
into and represented by two thousand shares
Of twenty-fv (S25.0O) dollars each, hereby
declared and designated as preferred stock,
said preferred stock TO bear cumulative in
terest at the rate Of eight per cent $50 per
annum, and shall be issued in accordance
with the provisions and subject to the restrc
tions provided in Article Five of this charter
The balance of the capital stock, fifty thou.
sand (S50,O90O) dollars, shall be represented
by two thousand shares OF common stock OF
the par value of twenty-five tS25.OO) 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. After the redemp-
ton OF the fifty thousand (S5O,O0OOO) dollars
preferred stock issued, as provided for IN
Article V, the capital stock Of this corpora
ton will be reduced to fifty thousand $50.
OO00OJ 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 N-Ihe certificates of the preferred
stock shall be redeemabe in twenty COZ five
per cent $50 payments, which said pay
neuts 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 tins corporation, and T.ovided
! further that not more than four payments or
twenty per cent (2OcG) 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, he 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 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.-An the corporate powers Of said
corporation shall he vested in and exercised
! by a board Of directors to he composed OF
; five 81 stockholders to ne elected annual
4 on the third Tuesday Of January, 1917, or until
! their successors shall have been elected and
/ qualified. All such elections shall be held al
/ the domicile and at the place OF business OF
said corporation and shall be by ballot under
4 the supervision Of one % commissioner "a
/ 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 QO) 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
]
/ to one vote for each share Of common stock
/ standing in his name on 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
( filled by election for the remainder of the
/ term by the remaining directors. failure
! however, to elect directors on the date above
| specified or to fill a vacancy on said board
,pb Si AiSc al he
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 /
may deem necessary for the purpose ant
business of the corporation. They shall hav
power TO fix and define the duties of ever,
officer and employee, and all said officers AM
EMPLOYEES shall hold office and employment
at the pleasure of the board: They shall
have power TO make and establish, as well a
to alter and amend, any and all bylaws, rule
and regulations necessary and proper IN II
judgment for the conduol, support and man
agement of the business and affairs of tn
corporation.
The board shall have full power and al
thority TO borrow money, execute mortgages
= bilities. to hold, own and vote stock in othe
corporations, subject TO the restrictions {
the law, as regards the voting OF the sam'
and generally TO do all things or converter
for the proper carrying on of the business
the corporation.
Three members of the board shall const
> tute a quorum for the transaction of all bus
: ness of the corporation.
The board shall have the right 20 issr
shares of stock for money or for property n
. LII 49,. oil ~nv
dered the corporation, and all shares of stoC
shall be signed by the president and counte
I signed by the secretary. The hrst board
directors under this charter shall consist
= William P. Conery, Lyman c Reed, Samu
Nee Herndon, Ernest ]. Huguenot, ar
! George w. Vredenburgh; all of whom sha
= !. hold office until the third Tuesday in Jam
: airy, 1917, or until their successors are electt
. and qualified. Until the election in yaHuar
; the following stockholders shall hold ofic
!, William p. Conery, 9l8 Soniat St, presiden
I LYMAN c. Reed. i2l2 Webster St, vicepres
dent; Samuel McC. Herndon. 7+O7 st. Charl
n Ave. secretary; Ernest J. Huguenot, s24
y Ferdinand ST., treasurer.
Article VII.-No stakeholder shall ever
: held liable for any contracts or faults
I, this corporation in any further sum than Il
!. unpaid balance due on his respective share
n Article VIII.-This charter may be amen
: | ed or this corporation may be dissolved
, | three-fourths go vote OF the stock repr
d
y notice in writing to be mailed to the stoc
y holders of this corporation, and IN case
= dissolution, the board of directors shall a
as liquidators.
> Thus done and passed in my office, in tn
e city, on the day, month and year hereinabo'
i. first written, and in the presence OF Geor
d Schmitt and NJ. Emerson, competent wltne
2 ses, who hereunto sign their names togeth
!. with the said appearers and with me, notar
v after due reading of the whole.
y Original Signed Names omitted.
l. Witnesses: George Schmidt, Mildred Em'
son.
WIN. II. BYRNES, JR., Notary Public
- I. the undersigned recorder Of mortgag
/. in and for the parish of Orleans, do here
!. certify that the above and foregoing act
n incorporation of the Universal Electric a
Specially Manufacturing Company, lncorp'
,r ated. was this day recorded in my ofhce,
le book ll57, folio -.
/, New Orleans, La, Nov -, A. ID. 1915.
EMILE J. LEONARD, by.
~ I hereby certify that the foregoing is II
l. and correct copy of the original act on tle
!, my Office.
Is VIM. H. BYRNES, JR-, Notary Publ
,g nov II IS Is dec 10