The herald., 1916-06-08

,Ei I'M up. After such Payment in full t
nr,f nolIets 81 the class "a and class 'B
} stock shall be entitled to receive the II,
naming assets and funds in proportion I,
,he shares held Oy them respectively.
section &. All payments Of dividends up1r
! sad preferred class a and class b" so,
shall he without deduct Tor any tax OBJ,
taxes which by any present future law,
81 The United States, Or Jt the State u,
LOUISIANA, or any parish OR municipality
thereof, may De payable tur ur IN -e>ptt, L
SAID dividend for national, state. municipal
or other purposes; SAID corporation hereby
| agreeing 10 pay such tax " take, which /.
may now or hcreatu,r be required by any
such law tO pay OK 10 retain JHc-,tugu.
Section " The whole Of the preferred and
! common stock II IAIs corporation, or any
any person, firm or corporation for the 1sqI3.
s.il"u u The nights, privileges. property.
owned ard controlled 5y such person. f,-,r
! u- corporation: also IN payment settlement
| and adjustment Il the costs, fees. charges.
! Expenses and commission, incurred Tor seq
! vices rendered IN the formation and organ
/ ifailHa oi tins corporation and ii acquiring
/ A"! gh,> aforesaid; also i,r cash IN Il
! single payment or m lusta.mruts of such
/ amounts Is the board % directors may de-
/ Icr-uirc. also iur merchandise received or rur
! services actually rendered 10 thu corpora
| G9U
! The board ii director, hereinafter created
/ - ~tft.a-N authorized u issue and dispose
! Il ihc stock Tor any and al! purposes above
stated a, .n rs Judgment may seem lalr and
proper.
Article V.-Scction l. All the power, Of
trl, corporation shall Dee vested ~ and cNcr-
CNct by a board II director, OF not more
'Han twenty eight t1sl and not less than
seven ~ directors, each 1t whom shall Own
On at, own right Al least one full PAID and
unFirigcd share OF the capital stock Ia
intervals between meeting, u the board of
directors, all the powers II this corporation
shall Poe vested IN and exercised by an exec
alive committee of not less than five dircc-
tors - be appointed by The board OF d.Icc-
tors. The number OF directors within sand
limits and ;lc rumbcT required - constitute
quorum of the board shall 1c fixed from
time go time 10y the bylaws. said board IF
director, shall be elected annually bv htl.ot
~ e stockholders, meeting called tor tnat
purpose ~ the office OF the corporation, on
the first legal day II May oi each wear.
after due notice given 70 the Stockholders
by mail At least fifteen days before the date
% sad meeting. Except ~ hereinafter pro-
vded, The stId directors shall 5c divided
INTO two classes: the h~s- class shall Cru,is,
81 majority Of the number % The board
u directors a, fixed by ;lc bylaws and
shall be elected annually 10y a majority vote
OF the holders ut class ~ and class b
preferred stock prrscn, OF represented at the
meeting; second elias, shall l0n>ls. OF the
balance OF the number Of directors A. liked
by The bylaws, and shall be elected by a |
majority vote OF the holders ot the common |
q
but all 81 the said directors, IS 50 elected. {
shall have equal and coordinate rights and |
powers a> directors Of the corporation, not 1
outstanding the manner and form oi their |
election. In case ~ any vacancy IN either |
class q directors, through death, resignation. |
disqualification or other cause, a successor |
- hold office Tor the uueNpIrcd portion Of |
the term OF the director whose place shall /
be vacant and until the election II success
Ngr shall be appointed by the affirmative vote
u majority ui the class Of directors who /
snail nave been elected by the same class
II stockholders which elected the director
vlded, however, that whenever the corpora
.lon has paid regular dividends Of seven
per centum HECl per annum upon both
classes Of Its preferred stock in each wear |
If the FIVE consecutive years preceding any
stockholders election Of directors. n. the
directors shall at such stockholders meet
ng be elected by the majority vote Of all
ne stock, both common and preferred, rep
escntcd ~ such meeting. Upon all cues
ions other than the election Of directors the
Preferred and common stock shall have equal
'ot!ng power. subject only q such lin;!ta-
ions As IN this charter provided
Failure to elect directors on the dav above
peCIhed shall not dissolve the corporation.
'ut the directors then in office shall remain
u once until their successors are elected and ,
qualified. The board Of directors at their
lrst meeting following each annual election
nall elect from their number a president :
ne or more vlCc-presidentS, and an executive /
directors. and they shall likewise elect but |
lot necessarily from their number, a Secrc- z
airy and a treasurer, and such other officers
nj committees Is the board OF directors shall 5
ecm necessary. The board shall have power
n rs discretion to unite two or more Offices q
nd 10 confer the sane upon one person,
nd shall have the power 10 Tx the salaries
all officers and OF such further officers and 2
gents As they deem necessary At any meet d
X o. the board Of directors any director {,
oNtnt from the meeting may be represented a
y any other director, who may cast the vote {
sand absent director according TO the writ | 1
IN instructions Of said absent director I
Section , In furtheranCe and not in limi- d
alton Of the powers conferred by law, the 0
oard OF directors Is expressly authorized:
ta) 10 make and establish, as we'll as | :
Tier and amend, all bylaws, rules and reg &
latIons necessary and proper for the support il
nd management Of the business and affairs O.
SAID corporation not inconsistent with its II
Oh To borrow money. and through the 5
resident or some other duly authorized agent G
agents, TO execute mortgages, issue notes, +,
edges, bonds, other obligations in such Il
mounts and on such terms in their Judg- It
ent may be deemed advantageous, and i
,uerally 10 do all things reasonably neces- at
ny Tor the proper carrying on Of the bus to
esS OF Said corporation; provided, however Of
at no mortgage shall be placed upon anv
al estate OF this corporation without the D,
evlouS written consent or affirmative vote W
a majority Of each class Of stock at the
|
bIuon shall not be deemed or construed h
operate TO apply 10 or prevent the giving al
purchase money mortgages or other pur- at
ase money liens; Of
'c To issue and deliver full paid shares Sc
stock and bonds or obligations Of said pa
operation in payment for money. labor or Oh
-viCeS or property or rights actually re- DO
wed by said corporations in
ID To direct or determine the use and 70,
position OF any surplus or net profits over DO
d above the capital stock paid in, subject of
the provisions Of this charter; fai
e When authorized by the vote Of at s,l
81 two-thirdS IN amount of each class Of | IN
capital stock Of the company outstanding y,
the time, by their consent in writing or III,
their affirmative vote at special meeting IN,
the stockholders called for that purpose | am
directors OF the corporation by vote of !
)-thirdS Of the number Of directors elected mu
the last annual meeting Of stockholders, hol
III have the power TO sell, lease, assign, Dol
nSter, convey or otherwise dispose of and the
liver all the property, movable and immO- heI
lie, OF the corporation, an entirety ert
N such terms and conditions and for such qui
Siderations, whether in cash, bonds, stock ust
other companies or other property, as, in Ne
If discretion, the directors may deem by
isable. per
, To do all such acts and things as may ter
necessary to carry out the objects for be
oh this corporation is organized Of
ntil the next general meeting of stock sto
1ers for election of directors, TO be held am,
y, 1917, until their duly qualified sue cor
'ors are elected and installed, the board thu
directors shall be composed Of: con
n Newman, New Orleans, La; l.. c. A
I, New Orleans, La; W. II. Hunter, thi,
wiley, La; ]. w. Barkdull, New Orleans, bus