The herald., 1916-11-30

! rs retirement
{ When all amounts due for preferential
cumulative dividends for previous years and
| for preferential dividends for the current
! wear shall have been declared SET aside and
aid. the board Of directors shall then pay
| 4 vldrnds on the common stock, when de
| -larcd, up - seven per cent per aunum.
nd "i'-r the prvmcn' Of the cuuu' alive
| preferred dividends and the dividends on
ne common stock up to seven per cent II
here remain any surplus from the current
wears business, the same, when declared
shall he applied equally 10 the pavmen; Of
N extra dividend on the preferred stock
and "a further dividend on the common stock.
until the preferred stockholders shall have
'rnt after which any balance then remain
ng shall he applied solely and exclusively
- he payment Of dividends on the common
stock.
The declaration OF dividends shall he made
1t The discretion Of the board of directors.
The extra three per cent or any part there.
/. that may be applied on the preferred
stock shall not be cumulative.
In the event OF the liquidation, for any
-e7S0u, OF the assets of this corporation, the
FOLDERS Of the preferred stock shall be enti-
led 10 be paid in full n the extent of all
unpaid accumulatIve dividends thereon to-
ether with the par value OF their stock
before the holders Of common stock shall
-eceive any payment on the same from the
assets in liquidation.
The preferred stock may be retired and
-edeemed al any time by a threc-f)urths
vote Of all the outstanding common stock of
he corporation, at a meeting called for that
purpose, III accordance with the law: such
retirement redemption TO be at par and
accrued dividends, plus a premium of five
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
1rfer h,ts,v
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, and
hereafter. 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 that
they subscribe for the number of shares Of
the capital stock set opposite their respective
Signatures hereto, that this act of ncor
7oration shall serve as the original sub
scriPtiOn list.
Article V.-All the powers of this corpo-
ration shall be vested in and be exercised
~ board Of not less than three rect0rs,
TO be elected each year by the stockholders
said directors shall be bona fde s'occthold
RS, and the first board shall consist of:
D. A. Gordon. Denis p 7 P,r-~.-'~-a- -
."scN,0b. r. E. Gordon. J. A. Pharr, NJ. v.
Haselden and Samuel Gibbs; wI,n IN. ton
officers. d Gordon, who shall be
president; NJ V. Haselden. who shall be first
vice president; J. A. Pharr, who shall be
second vice-president; Denis p. J. Bur
I. J. Lipscomb. Jr., who shall be secretary
treasurer; X. f. Gordon. who shall be gen
,ral manager; NJ. V. Haselden, who shall be
Hartman OF the board.
On the first Monday of March, 1915 and
annually thereafter, except when such day
'Nall fell rcon a LEGAL holiday. then upon
the next following lay day, the stoekhold-
rs shall elect board of directors for the
ensuing year, this board already installed,
continue TO hold over until their success |
sors are elected and qualified.
The board of directors so elected shall |
select from their number the officers |
IF the corporation, who shall be a president, |
and one or more Independents. There shall |
also be a secretary and treasurer which |
officers may be combined under the name of
secretary and treasurer, and who may or |
may not be stakeholder of the corporation. /
tut who shall be selected by the board Of
directors.
who may may not be a
of the corporation, who shall be
selected by the said board together with
such other officers as may be determined by
the board OF directors.
The board of directors may also elect
chairman OF the board, who may or may not
be the president OF the corporation.
The election of directors Shall be by ballot
and the persons receiving the largest num-
Der of votes shall be declared elected For 4
.lecting directors, or for any other purpose,
each share of preferred or common stock
issued outstanding, whether present in
vote, and majority of the votes cast shall
ne recuired TO pass any resolution or decide
any question submitted to the stockholders,
keep tor the alteration or amendment OF
this charter. or the dissolution OF the cor
poration as hereinafter provided.
The said board OF directors shall have
Dower and authority to make and appoint
from their number an executive committee,
of not less than three, and 10
confer upon said executive committee such
bowers in the discretion of the board, '
from time TO time, II sees ht; the said board
Dt directors shall have power and authority
10 make all necessary rules and regula ions
Tor the management, operation control of
he business of the corporation, as well as
with power TO fill any vacancy occurring
among the officers Of the corporation. ma.
ority of the board of directors voting at
my one time, in person or by proxy shall
my bylaw, and which, when so adooted.
shall become a valid corporate act. Three
directors shall constitute a quorum for the
of business.
stockholders, for any other purpose than
hose hereinafter provided, shall be given
n writing by the secretary and deposited in
he mail. and wherever stockholder resides
more than thousand 1000 miles fron5
he d1micile of the corporation by telegram
n addition to said written notice, at least
seven days before such meeting, directed to
zach stockholder at his last known address
appearing on the books of the corporation
'-less such notice shall he waived in writ.
ng by all the stockholders appearing ash
,uch upon the books; provided that no notice
5 required when a meeting IS adjourned to
given day.
The said appearers further declared that
n their above mentioned respective capaci-
les, they are authorized in accordance with
he resolution hereunto annexed n carry
'ad resolution into effect by executing this
PRESENT act and by taking all other neces-
'ary steps provided by law and the char
er of the company necessary to amend the
,harter in the respects hereinabove set forth,
md that they have accordingly appeared
before me. notary, and executed this act for
he above mentioned purpose.
Thus done and signed. at nv Office, in the
'ity Of New Orleans, State Of Louisiana, in
he presence Of Burt w. Henry and Abraham
Goldberg, comDetent witnesses. dents Of
he citv Of New Orleans, who have here.
into affixed their signatures, together with
he two said appearers and me, Notary, after |
hue reading Of the whole.
Signed: Samuel Gibbs President; 6. Har-
-iugton, Secretary Witnesses: Burt W.
Henry. Abraham GOLDBERG
CHAS. F. FLETCHINGER, Notary Public
l. the undersigned recorder Of mortgages
in ard for the parish Of Orleans, State Of
Louisiana, do certify that the above and
foregoing act of Incorporation amending the
charter Of the Kerilwo-th Sugar Refining
Co, Inc, was this dav duly recorded in my
Office, in book l20l, folio -.
New Orles-s. La. November Is. 1916.
(Signed) EMILE J. LEONARD by. r.
l. the undersigned notary public, hereby