The herald., 1916-12-14

mailed TO each shareholders last known adj.
dress. and 10y publication in the New Or.
| leans American, daily newspaper pub
E>hcd IN the city NJ New Orleans, on the
5D,h day OF October and the 9TH and i4th
| day, Cd: November, 1910 all as will appear
from ccruhed copy OF the minutes OF said
meeting hcrcuuto annexed and made par,
hereof; Article ", Y and VI Of the charter
~ SAID company were, by unanimous vote
OF all SHAREHOLDER, present or represented,
amended IN the following respects. to-wit:
Article ~ was amended 50 as 70 provide
First To empower the Board OF Directors
TO declare dividends al 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 "a
| the extent Of all unpaid acCumulative divi-
! dcnd> thereon, together with the par value
| stock shall receive any payment on the
same from the assets in liquidation.
| Article ' was amended 50 as TO provide
| First. That the Board OF Directors should
consist Of not less than three directors.
| Second To authorize the Board OF Dircc-
| tors 10 elect general manager or supern-
| and one or more vice-presidentS, instead OF
| a vlcc-president and second vice president
| and third vicc-president as is now provided
| in the charter
! Third. To authorize the Board of Dircc-
tors, TO leect a general manager or superin-
tcndent, 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 Drec
| tors, at ITS discretion, 10 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 make and appoint from their number
an executive committee of not less than
three and to confer upon said executive COM
, mItce such powers as in the discretion of
| the board, from time TO time, it may see fit
A.. HI 4
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 to 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 no notice is required when 4 meeting
IS adjourned to given date.
Thus making said Articles ", V and VI
read. as amended, as follows:
Article lN.-The capital stock of this cor.
poration is hereby fixed at one million dol
lars Csl,O0O.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 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, 20
be issued by the board of directors at par,
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
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 on 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 Tor the common stock
The owners of preferred stock shall not
have the right 10 vote 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 on the common stock, when de-
Clared, up 10 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 il |
there remain any surplus from the current
years business, the same, when declared |
shall be applied equally 10 the payment OF |
an extra dividend on the preferred stock !
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
ing shall be applied solely and exclusively |
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 I
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- !!
gcther 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, al meeting called for that |
purpose, in accordance with the law; such |
retirement or redemption to be at par and /
accrued dividends, plus 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.
This corporation shall commence business |
and become a going concern as soon as three
thousand dollars Of its capital stock shalll
have been subscribed; said stock shall bel
fully paid at the time of its issuance, and /
thereafter, non-assessable, 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 OIL
the capital stock set opposite their respectively
81 guatures 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 stockholders
al the annual meeting, by a 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. ].
X. z. Gordon, J. A. Pharr, NJ. V.
Haselden and Samuel Gibbs; with the fol- |
lowing officers: d. A. Gordon, who shall be |
president; NJ V. Haselden, who shall be first |
J. A. Pharr, who shall be |
second president; Denis p. J. Bur |
guieres, who shall be third vice president; |
T. J. Lipscomb, Jr, who shall be secretary |
treasurer; X. F.. Gordon, who shall be gen. |
eral manager; NJ. V. Hasellen, who shall be |
chairman of the board.
On the first Monday of March, 1915, and
annually thereafter, except when such day
shall fall upon legal holiday. then upon
the next following lay day, the stockhold-
ers shall elect a board of directors for the
ensuing year, this board already installed,
10 continue 10 hold over until their success
uo,u are elected and qualified