The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-28


rngton. herein appearing and acting in their
. respective capacities president and secre'
tary OF the kenilworth Sugar Refining Co,
Inc. formerly Canadian American Sugar Re
hning Company, corporation organized I'M
der the laws OF the State of Louisiana by
act before the undersigned notary, under
date OF June ,, 1914, and recorded in the
mortgage office Of the Parish OF Orleans;
said corporation being domiciled in the city
. Of New Orleans.
The said appearers declared that in pur.
suance OF resolution adopted at a special
meeting Of the shareholders of said company,
T held az the office of said company in the
city OF New Orleans, on the 18th day OF
November, 1916, after due notice in accord.
ance with the charter and bylaws OF the
company, both by notification in writing
/ mailed to each shareholders last known ad-
/ dress, and by publication in the New Or
| leans American. a daily newspaper pub
/ lIShed in the city OF New Orleans, on the
/ 5Oth day Of October and the 9TH and l+th
I days OF November, 1916, all will appear
from certified copy Of the minutes OF said
meeting hereunto annexed and made part
hereof; Article ~, V and VI OF the charter
Of said company were, by unanimous vote
Of all shareholders present represented,
amended in the following respects to-wit
Article " was amended so as to provide:
First. To empower the Board of Directors
to declare dividends at its discretion.
Second. To give the holders OF preferred
stock, in the event Of the liquidation OF the
corporation, the right to be paid in full to
dendS thereon, together with the par value
OF their stock. before the holders of common
stock shall receive any payment on the
same from the assets in liquidation.
Article Y was amended so as 10 provide:
First That the Board of Directors should
consist OF not less than three directors
Second. To authorize the Board of Direc-
tors TO elect a general manager or superin-
and one more vice-pres dents, instead of
vice president and second vce-president
and third vice-president as is now provided
in the charter.
Third To authorize the Board of Direc.
tors TO leect general manager superin-
tendent, instead OF general manager as
now provided in said Article V, and to
mined by the Board of Directors.
Fourth. To authorize the Board of Direc-
tors, IT its discretion, to elect a chairman OF
the board who may or may not be the pres
ident of the corporation.
Fifth. To authorize the Board of Direc-
tors 10 make and appoint from their number
an executive committee of not less than
three and 10 confer upon said executive COM
mittee such powers in the discretion of
the board. from time to time, il may see fit
Article VI was amended so to provide:
That notice OF all meetings of stockholders
for any other purpose than those provided
| in Article VII OF the charter shall be given
in writing by the secretary and deposited
in the mail, and wherever a stakeholder re-
sides more than one thousand miles from
the domicile of the corporation by telegram
! in addition 10 said written notice, at least
seven days before such meeting, directed to
each stockhodelr at his last known address
! appearing on the books OF the corporation,
| unless such notice shall be waived in writ
| ing by all the stockholders appearing as
such upon the books; and further providing
! that notice is required when a meeting
| is adjourned to a given date
! Thus making said Articles ", V and VI
| read, as amended, as follows:
Article IV.-The capital stock of this cor
poraton is hereby fixed at one million dol.
/ NJ m mn IL
shares of the par value of one hundred dol
| lars each. OF such total authorized capital
stock, twenty seven hundred and fifty shares
shall be preferred stock and seventy-two
hundred and fifty shares shall be common
stock The twenty seven hundred and fifty
shares of preferred stock and seven hundred
and fifty shares of the common stock shall
be held in the treasury Of the company. to
at such time as in its discretion may seem
ht
The holders of preferred stock shall be
entitled to receive when, and as declared
from the surplus of net profits of the corpo-
| ration, yearly dividends at the rate of seven
per cent per annum, payable at such times
as the board of directors shall determine
The dividends of the preferred stock shall
be cumulative and shall be paid before any
dividends are paid set aside on the COM
mon stock, so that, if in any year. dividends
amounting to seven per cent shall not have
been paid on the preferred stock, the def
cheney shall be paid before any dividends
shall be set apart for the common stock.
The owners of preferred stock shall not
have the right TO vote on the question OF
its retirement.
When all amounts due for preferential
cumulative dividends for previous years and
for preferential dividends for the current
year shall have been declared, set aside and
paid, the board of directors shall then pay
dividends the common stock, when de-
clared, up TO seven per cent. per annum,
and after the payment OF the cumulative
preferred dividends and the dividends on
the common stock up to seven per cent II
there remain any surplus from the current
years business, the same, when declared
shall be applied equally to the payment Of
and a further dividend on the common stock
until the preferred stockholders shall have
received an extra dividend of three per
cent, after which any balance then remain
TO the payment of dividends on the common
| stock.
The declaration of dividends shall be made
| at the discretion of the board of directors.
The extra three per cent or any part there.
Of, that may be applied on the preferred
stock shall not be cumulative.
| In the event of the liquidation, for any
reason, of the assets of this corporation, the
| holders of the preferred stock shall be enti-
tied to be paid in full to the extent of all
unpaid accumulative dividends thereon to-
gether with the par value OF their stock
before the holders of common stock shall
.
assets in liquidation.
The preferred stock may be retired and
| redeemed at any time by a three-fourths
vote of all the outstanding common stock OF
| the corporation, at a meeting called for that
purpose, in accordance with the law; such
| retirement or redemption to be at par and
| accrued dividends, plus premium of hve
dollars upon each of the said preferred shares
of stock.
Said preferred and common stock shall be
/! issued for cash, or in payment of property
| or services actually received by or rendered
| to said corporation, at such times and sub
ject to the call of the board of directors.
| This corporation shall commence business
and become a going concern as soon as three
thousand dollars of its capital stock shall
have been subscribed; said stock shall be
fully paid at the time of its issuance, anc
| thereafter, worcestershire, and the capital
stock may be increased or decreased in the
manner provided by the laws of this state.
The parties TO this act hereby declare thai
they subscribe for the number of shares o.
the capital stock set opposite their respective
signatures hereto, so that this act OF incor
poration shall serve as the original sub
| scription list
Article V.-All the powers Of this corpo
ration shall be vested in and be exercised
by board of not less than three directors
TO be elected each year by the stockholder'
at the annual meeting, by cumulative vote
said directors shall be bona hde stockhold
ers, and the first board shall consist Of
d. A. Gordon, Denis P. J. Burguieres, T. ]
Lipscomb R. E. Gordon, ]. A Pharr, N. V