The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-07

mailed to each shareholders las, known ai-
dress. and 10y publication IN the New Or
| leans American. a daily newspaper pub
lir-hcd IN the city Of New Orleans, on the
| iO,h day Of October and the 7tl and IAN
| days of November. l9lh al. as VIII appc tr
| from a certified copy OF the minutes OF SAID
| meeting hcreuuto annexed and made plri
hereof: Article ~, Y and VI Of the charter
| Of said company were. by unanimous vote
Of all shareholders present or represented,
amended in the following respects, to-wlt:
Article N was amended SO as to provide:
| First. To empower the Board Of Directors
70 declare dividends At its discretion
Second. To give the holders OF preferred
| stock. IN the event OF the liquidation Of the
corporation. the right 10 be PAID m iull 70
| the extent Of all unpaid accumulatiye dlvi-
bends 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 V was amended so a. 10 provide;
First That the Board Of Directors should
consist Of not less than three directors.
| Second. To authorize the Board OF Drec-
tors to elect 4 general manager or Superln.
and one or more vice presidents, instead OF
A vce.presidcnt and second vice-preSident
and third vice-president as IS now provided
Third. To authorize the Board>of Direc-
tors to leect a general manager or superln-
now provided in said Article Y, and TO
elect such other officers as may be deter
mined by the Board OF Directors.
Fourth To authorize the Board OF Dlrec.
tors at its discretion, to elect a chairman OF
the board, who may or may not be the pres
| idcnt Of the corporation.
Fifth To authorize the Board OF Direc-
tors to make and appoint from their number
! | an executive committee of not less than
| | three and to confer upon said executive com
mittee such powers as in the discretion OF
the board, from time to time, 1t may see mt.
Article VI was amended so as to provide
p ! That notice OF all meetings of stockholders
| for any other purpose than those provided
in Article VII OF the charter shall he gwen
in writing by the secretary and deposited
in the mail, and wherever stockholder re-
sides more than one thousand miles from
! the domicIle OF the corporation by telegram
in addition to said written notice. at least
! seven days before such meeting, directed 70
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 no notice is required when a meeting
I is adjourned TO given date, >, ~,
: Thus making said Articles ", and VI
. read as amended, as follows:
Article IV.-The capital stock OF this cor
:, poration is hereby fixed at one million dol
: lars (Sl,OOO.OOOOO, divided into ten thousanC
| shares of the par value of one hundred dol
, lars each. OF such total authorized capita
: stock, twenty seven hundred and fifty shares
: shall he preferred stock and seventy-tw'
{ hundred and fifty shares shall be common
: stock The twenty-seven hundred and hftl
!, | shares OF preferred stock and seven hundred
. ! and fifty shares of the common stock shall
he held in the, treasury OF the company. e
be issued by the board of directors at par
d 1T such time as !" It's o''''e''o" may
2 The holders of preferred stock shall b
4 from the surplus of net profits of the. corpo
: ration. yearly dividends at the rate of seve'
per cent per annum, payable at such time
st as the board of directors shall determin ne
I.,,,I Of he
ID be cumulative and shall be paid before an
g dividends are paid or set aside on the com
"a mon stock, so that, if in any year; DIVIDEND
a, amounting TO seven per cent shall not nav
Is been paid on the preferred stock, the den
y cheney shall be paid before any dividend
lie shall be set apart Tor the common stock.
x The owners OF preferred STOCK snai NJ
ut have the right to vote on the question o
he When all amounts due for preferentia
ID cumulative dividends. for previous years an
wear shall have been declared, set aside an
,e paid the board of directors shall then pa
IS dividends on the common stock, when dc
to clared. up 10 seven per cent. per annun
r and after the payment of the cumul ativ
b. preferred dividends and the DIVIDENDS o
" the common stock up to seven per cent
as there remain any surplus IRON the eHrIer
al years business, the same, when declared
he Shall be applied equally to the payment
an extra dividend on the preferred stoc;
:, and further dividend on the common stoc'
80 received an extra dividend of three pc
"A cent, after which any balance then remaiI
- ing shall be applied solely and exclusivel
", to the payment of dividends on the commo
r. The declaration of dividends shall be mad
at the discretion of the board OF director
IS The extra three per cent or any part ther
L. Of that may be applied on Inc preteffe
w stock shall not be cumulative.
IS, In the event of the liquidation, for ar
a.; reason. of the assets OF this. corporation u
l.; holders Of the preferred stock shail De en-,
80 tied TO be paid in full to the extent OF a
IS, unnaid accumuative dividends thereon {
gether with the par value OF their sto'
N. before the holders OF common STOCK e sn Z
| receive any payment on the same from u
es assets in liquidation.
g; The preferred stock may be retired al
we redeemed at any time by three-louru
I,- vote of all the outstanding common stock
~ the corporation, al a meeting called for IN
M purpose in accordance with the law; su
ne retirement or redemption to be at par a.
~ accrued dividends, plus premium OF
ID, dollars upon each of the said preferred shar
-, Said preferred and common stock shall
- issued for cash, in payment OF proper
- ! or services actually received by or render
her TO said corporation, at such times ana 81
ns | iect TO the call of the board OF directors.
~ This corporation shall commence busine
and become a going concern as sooh as tn'
Thousand dollars OF its capital stock sh
have been subscribed; said stock SHAH
fully paid at the time of its issuance, a
. thereafter worcestershire, and me capl
stock NAV be increased decreased IN
manner provided by the laws OF TINS stare
The parties to this act hereby declare q
G thew subscribe for the number OF shares
the capital stock set opposite their respect
signatures hereto, so that this act OF inc
ISL poration shall serve as the original 81
Or scription list.
Article V-An the powers Of this cor
ration shall be vested in and be eXerci'
day by a board of not less than three direct,
of 10 be elected each year by the stockhold
and at the annual meeting, by cumulative 70
the said directors shall be bona tide stockho
ired ers and the first board shall consist
let D. A. Gordon, Denis p. J. Burguieres, i.
ned Lipscomb, r. z. Gordon, J. A. Pharr, M
Or Haselden and Samuel Gibbs; with the,
res. lowing officers: ID. A, Gordon, who 10, snail
and president; NJ. V. Haselden, who SHAH be
red: vice resident; J. A. Pharr, who snalI
1ar- second vice-president; Denis 7. j. I
heir ylieres. who shall be third .viee-presidt
ere r. l. Lipscomb, Jr, who shall be secrets
Co, treasurer: R E. Gordon, who shall be s
Re- eral manager: NJ. v. Haselden, who shall!
I'M chairman OF the board .
by On the first Monday OF March, Dl5'
nder annually thereafter, except when such
the shall fall upon a legal holiday, then !
ans; the next following lay day, the s'os ~
city ers shall elect board OF directors Ior
ensuing year, this board already insta
,,,-- to continue to hold over until their sue
~ sors are elected and qualified.
go, The board Of directors so elected s