The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-21


leans, state Of Louisiana. and in the pres
! ence Of the witnesses hereinafter named an,
! undersigned personally came and appeared
McSSrN. Samuel Gibbs and Sylvester Har
, rington. herein appearing and acting in the
respective capacities president and secrc
! tary OF the Kcnilworth Sugar Refining Co.
Inc, formerly Canadian American Sugar Re
Ining company, corporation organized uu
! der the laws of the State of Louisiana b,
act before the undersigned notary, unde
b date Of June ,, 1914. and recorded in tn,
mortgage Office Of the Parish OF Orleans
said corporation being domcied in the city
, Of New Orleans
The said appearers declared that in pur
>uance OF a resolution adopted al a specia
meeting of the shareholders of said company
held NJ the Office of s. id company, in the
city Of New Orleans, on the 18th day OF
November, 1910, after due notice in accord
arce 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, daily newspaper pub
hshed in the city of New Orleans, on the
5Oth day of October and the 9TH and l4th
days OF November, 1910 all as will appear
from certified copy of the minutes of said
hereof; Article ~, V and VI of the charter
! Of said company were, by unanimous vote
OF all shareholders present or 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 liuuidation of the
corporation, the right to be paid in full to
the extent OF all unpaid accumulative divi-
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 ' was amended 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-
I and one or more vice-presidents instead of
a vice-presideut and second vice-president
and third vice-president as is now provided
n the charter.
Third. To authorize the Board of Direc-
tors to leect general manager superin-
/ tendent. instead OF a general manager as
now provided in said Article V, and to
elect such other officers as may be deter
mined by the Board of Directors
Fourth. To authorize the Board of Direc-
tors, at 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 to ma Ike and appoint from their number
an executive committee of not less than
three and TO confer upon said executive COM
mitiee such powers as in the discretion of
the board. from time to time, it may see fit.
Article VI was amended so as 10 provide:
That notice Of all meetings of stockholders
Tor any other purpose than those provided
in Article VII of the charter shall be given
! IN writing by the secretary and deposited
]
sides more than thousand miles from
the domiCile OF the corporation by telegram
in addition TO said written notice, at least
seven DAYS before such meeting directed 20
each stockhodelr at his last known address
appearing the books of the corporation,
unless such notice snail 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
/ IS adjourned to a given date.
Thus making said Articles w, V and VI
read. amended, as follows:
Article lN.-The capital stock of this cor
poration is hereby fixed at one million dol
lars Sl,OO,OOOOO), divided into ten thousand
shares Of the par value of one hundred dol
lars each Of such total authorized capital
stock, twenty seven hundred and fifty shares
shall he 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
he held in the treasury of the company, 20
be issued by the board of directors at par
at such time as in its discretion may seem
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
the board OF directors shall determine.
The dividends of the preferred stock shall
be cumulative and shall be paid before any
dividends are paid or set aside the COM
mon stock, so that, if in any year. dividends
amounting to seven per cent shall not have
been paid 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.
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 m he heu dc
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 If
there remain any surplus from the current
years business. the same, when declared,
shall be applied equally to the payment of
and further dividend on the common stock,
until the preferred stockholders shall have
received 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 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 emit |
tied 20 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 /
receive any payment on the same from the |
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, accordance with the law; such
retirement or 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, 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, and
thereafter, worcestershire, and the capital
stock may be increased or decreased in the
manner provided by the laws of this state.
The parties 10 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 incor-
poration shall serve as the original sub
scription list.
Article Vail 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 stockholders
at the annual meeting, by cumulative vote;
cid d;rae+ore shall he hona 6de storkhold-