The herald., 1916-03-02

,,'r,,,sgs md bvpotheca:e under its oorpor-
ate name property both real and personal
and mixed, TO name and appoint suNH ''d!lH
gers and directors, officers and agents a. tHe
interests and convenience Of SAID corpora
tion may require, and - make anu Cs'Ho
liSh, as well alter and amend al P''asuLS
such bylaws. rules and feEH'SIlohs 49,. -
proper management and regulation o. Ne
affairs Of said corporation may be neees'
Ar,ir,e 1.-THE domicile Of said corpora
non shall be at New Orleans, Parish OF OT-
leans. State Of Louisiana, and all CITATIONS
or other legal process shall be served upon
the president OF said corporation or IN case
Of his absence upon the vice-presldeh'' OF
in the absence OF both Of these officers upon
the secretary OF the corporation.
Article III.-The objects and purposes ior
which this corporation Is organized ana '!e
nature Of the business 20 be caTrleu on Vy II
are hereby declared 70 be 70 buy, sell OF
otherwise acquire and ALLEVIATE real estate
and lands in the State OF LOUISIANA, or else,
where, to lease and release real estate ana
lands TO mortgage and hypothecdte the
same 10 suhdlyide same into building lois
and 10 build upon and otherwise improve
same. and 20 do a general rea! estate ana
land business, to exchange ITS entire cdpitaI
stock or any part thereof tOr property when
change It's assets and business N whole or
IN part for money or stocks or D0hdS OF
other obligations Of other companies ana 10
do any and all such acts and things as may OF
shall be necessary and proper 10 carry out
SAID objects and purposes.
Article IN.-Thc capital stock Of SAID cor
poratIon IS hereby hNed at S9Uou.to' di,
vidcd into or represented by hve hundred
lSOOl shares Of a par value OF one hundred
dollars $4,000 each. Said stock shall CON
,st Of and be issued as two different classes:
First: The preferred stock, and second, the
common stock.
Section The amount Of preferred stock
is fixed at the sum OF twenty-five thousand
dollars l$25,OOOCO, divided into and repre-
EHN.
Of par value Of one hundred dollars tSl0o1
each. The preferred stock shall be entitled
in preference and priority over the common
stock Of this corporation 10 DIVIDENDS IN
each and every year at the rate OF seven
per cent per annum, payable out OF the
profits. Such dividends shall be cumulative,
limited to seven per cent per annum, ana
said frst preferred stock shall be entitled to
no other or further share OF the prohtS In
event Of any liquidation or dissolution or
winding up, whether voluntary or involun-
tary, OF this corporation, the holders OF the
preferred stock shall be paid IN tull by
preference over the common stockholders, the
par value of their shares, together with un-
paid dividends al the rate OF seven per cent
per annum to date of said liquidation, the
remaining assets and funds shall be divided
and paid to the holders of the common
stock. according to their respective shares.
Section 1.-The amount OF the common
stock IS fixed at twenty-five thousand dol,
lars (S25OpOO), divided into or represented
by two hundred and fifty i2S0) shares OF a
par value OF one hundred dollars $500 each
and shall be entitled TO such dividends as
may be declared by the board of directors,
subject TO the provisions OF section l here
Of and not otherwise; the said common stock
shall. in the event of any liquidation or
dissolution or winding up, whether voluntary
or involuntary, OF this corporation, be entl,
tied to the rights accorded it by Section
hereof.
All voting rights of the corporation shall
be vested equally in the common, stock and
in the preferred stock at all elections OF
directors or otherwise, each holder of stock
being entitled to one vote for each share OF
stock standing in his name on the books Of
the company. No transfer of stock shall be
made within period of five days next pre-
vious to the date of the election.
Separate stock books and stock registers
shall be kept for each of said classes of stock.
The whole of both classes Of stock. or any
part thereof, may be issued and delivered
TO any person, firm or corporation for the
requirement OF the rights, privileges, fran
chses, property, Servitudes, o. any part
thereof owned and controlled by such person
or corporation, also In payment, settlement
and adjustment of the costs, fees, charges,
expenses and commissions incurred for SER
vices rendered in the formation and organ
ization of this corporation and in acquiring
property, rights and franchises aforesaid, also
for cash or in installments of such amounts
as the board of directors may determine, also
for merchandise received or for services
actually rendered TO this company. The
board of dreCtots hereinafter created is
specially authorized to dispose of the stock
or any part thereof for any and all of the
purposes above stated, as in its judgment
may seem fair and proper.
Article YAH the powers OF this corpora
zion shall be vested in and exercised by a
board Of not more than FIVE t5 and not less
than three (D directors, each of whom shall
hold in his own name on the books of the
company at least one Cd unpedged share of
stock. Members of said board of directors
shall be elected for terms of three years at
the annual meeting of the company, which
shall be held on the first legal day of Feb
ruary of each year, provided that the direc-
tors hereinafter named shall hold office for
terms follows:
J. A. Stromberg, Esq, shall hold Office
until the annual meeting TO be held in 1917,
or until his successor is elected and quail.
fed;
E H. Keep, Esq, shall hold Office until
the annual meeting TO be held in 1918, or
until his successor is elected and qualified;
Eugene T. Barry, Esq, shall hold office
until the annual meeting TO be held in 1919
or until his successor is elected and quail.
ned; and provided, further, that any duly
elected and qualified board of directors COM
posed of not less than three directors may by
unanimous vote increase its own member.
ship up to FIVE members and name the new
members who shall serve until the next an.
nual meeting Of the stockholders, the intent
being that portion only of the board OF
directors shall be elected at each annual
All SuCn cltCtlonS snail be by
ballot at the Office of the corporation. under
the supervision of three commiss ioners 10 be
appointed by the board of directors, and in
the absence of any commissioner the presi-
dent shall have power to fill the place by
appointment and of all such elections as
well as of all meetings of stockholders, ex.
cept for the purposes of liquidation or disso.
luton, or as otherwise required by law, IF
teen QS days notice shall be given by
mailing to each stakeholder who appears as
such on the books of the company, at his
last designated address, or at the General
Delivery at New Orleans, if he has not
him IN person, an announcement stating the
time and place of the meeting. Each share
holder shall be entitled TO one vote for each
share OF stock, whether common or pre-
ierred, standing in his name on the books
OF the company, the said vote to be cast in
person or by proxy, and a majority of the
votes cast shall elect. The board of direc.
tors shall have the power to fill all vacancies
that may occur on the board. Failure to elect
directors on the day above specified shall
not dissolve the corporation, but the direc-
their successors are elected and have quail
he'd The board Of directors at their first
meeting following each annual election shall
elect from their number a president and a
vice-president, and they shall likewise elect
but not necessarily from among their num-
Der, secretary, a treasurer, and such other
officers as the board of directors shall deem
necessary. The board shall have the power,
IN ITS discretion, TO unite two or more of.
hoes and the same TO confer upon one per-
son. 1t shall have the power TO FIX the sal
ares of all officers and of such further off.
GERS and agents as they deem necessary The
hoard hall IL