The herald. [volume] (New Orleans, La.) 1905-1953, 1917-01-04

lr1uS State of Louisiana, and N the pres,
ence of the witnesses hereinafter named ana
NesS~s. Samuel Gibbs and Sylvester Har'
rlngton. herein appearing and acting IN tAeF
respective capacities as president ana seCIe
.a-y Of the Keuilwo-th Sugar REFINING %,
Inc formerly Canadian American Sugar Re-
inning Company, a corporation organized IN
der the laws Of the State OF LOUISIANA oy
act before the undersigned notary under
date Of June ;, 1914. and recoT1ed IN the
mortgage office Of the Parish OF Orleans
said corporation being domiciled in the city
OF New Orleans.
suance OF a resolution adopted at a special
meeting Of the shareholders OF said company,
held AZ he Office OF said company, IN the
city OF New Orleans, on the 18th day OF
a-rc with the charter and bylaws OF the
company, both by notification in writing
mailed 70 each shareholders last known ad-
dress, and by publication IN the Ne" "
leans American, 4 daily newspaper pub
Iishrd in the city Of New Orleans, on the
Dth dav II October and the 9TH and l+th
iays Of November, 1910, all as Will appear
from A certified copy Of the minutes OF SAID
,rarting hercunto annexed and made part
hereof: Article ", V and VI Of the charter
n said company were, by unanimous vote
Of all shareholders present or represented
amended in the following respects, to-wit:
Article " was amended 50 as to provide:
First. To empower the Board OF Directors
TO declare dividends at its discretion;
Second. To give the holders OF preisr.tel
stock, in the event Of the liquidation OF the
corporation, the right to be paid IN tuIi 70
the extent Of all unpaid accumulatIve diVl-
/ bends thereon, together with the par Edlue
Of their stock, before the holders OF common
| stock shall receive any payment on the
same from the assets in liquidation.
Article was amended 50 as 10 provide ;
! First. That the Board OF Directors should
! consist OF not less than three directors
Second To authorize the Board. OF Direc-
! tors 10 elect a general manager or super!n.
and one or more vice presidents. instead OF
a vice president and second vlce-pTesldeni
! and third viCe-presldent as IS now proVIueu
Third. To authorize the Board of Direc'
! tors TO leect a general manager or supeFln'
tendent. instead OF a general manager as
elect such other officers as may be deter
mined by the Board OF Directors,
Fourth. To authorize the Board OF Dlrec
tors al It's discretion, 10 elect chairman o.
n The board, who may or may not be the pres
ident OF the corporation; NJ
Fifth. To authorize the Board Of Direc
tors 10 make and appoint from their numoe
an executive committee OF not less thar
three and TO confer upon said executive com
mittee such powers as in the discretion o
the board. from time TO time, Il may see NJ
, Article VI was amended so as TO provide
That notice Of all meetings OF stoc kholder
| for any other purpose than those PROVIDE
? in Article VII of the charter shall ne give
= IN writing by the secretary and deposlte
|
r sides more than one thousand miles froI
the doricie of the corporation by telegrai
4 in addition TO said written notice, at leas
n seven days before such meeting. directed
' each stockhodelr at his last known addres
e appearing on the books of the corporation
: unless such notice shall be waived IN wri
: ing by all the stockholders appearing
such upon the books; and further pTOS. .iin
{ that no notice is required when meeun
:, is adjourned to given date, ~ y
r. Thus making said Articles w, V and '
i read, as amended, as follows:
D Article IV.-The capital stock OF TINS co
d | noration is hereby fixed at one million do
d lars $1,000 OO0OO), divided into ten thousar
S shares Of the par value Of one hundred do
s lars each. OF such total authorized capt.
e stock twenty seven hundred and nifty shar'
e shall be preferred stock and seventy-tv
e hundred and fifty shares shall be commc
r stock The twenty-seven hundred and nj
Il shares of preferred stock and seven hundr.
lie and fifty shares of the common stock sha
= be held in the treasury of the company,
V, be issued by the board of directors at pa
IL AT such time as in its discretion may see
s. The holders of preferred stock shall
e. entitled TO receive. when, and as declare
c, from the surplus Of net profits OF the CORP
lie ration, yearly dividends at the rate OF sew
ID as the board of directors. shall determir
l. The dividends of the preferred stock sh;
a. be cumulative and shall be paid before a
dividends are paid or set aside on the co
e X,
ed amounting to seven per cent shall not ma
" been paid on the preferred stock, the de
g. ciency shall be paid before any dividen
"a shall be set apart for the eommIn s stoIT
A have the right to vote on the question
,st its retirement.
up When all amounts due for preferent
ed cumulative dividends for previous years a
ng for preferential dividends for the CURE
nd wear shall have been declared, set aside a
Ia. paid. the board of directors shall then
MS dividends on the common stock, when
ily clared UP TO seven per cent. per ANN
Vie and after the payment of the cumulat
ng preferred dividends and the dividends
mt the common stock up to seven per cent
or there remain any surplus from the d eur
md Shall be applied equally to the payment
&C. an extra dividend on the preferred ST
;. and further dividend on the common ste
mes received an extra dividend of three
10 cent. after which any balance then REM
or ing shall be applied solely and exclusiv
ub- to the payment of dividends on the conn
as The declaration of dividends shall be m
raj at the discretion of the board OF direct
the The extra three per cent or any part IN
of, that may be applied on the prefer
in stock shall not be cumulative.
ma In the event of the liquidation, for
rit- reason, of the assets of this corporation,
and holders of the preferred stock shall be e
ses, tied to be paid in full to the extent Oh
me, gether with the par Value OF tneL ,
before the holders of common stock
res, receive any payment on the same from
L. assets in liquidation. -,
yew The preferred stock may be retired
res, redeemed at any time by three-tou
La; vote of all the outstanding common stoc
ST. the corporation, at a meeting called Tor
90 nurpose. in accordance with the law;
ans retirement or redemption to be at par
accrued dividends, plus premium OF
rem dollars upon each of the said preferred ST
ic. of stock.
Iges. Said preferred and common stock shall
of issued for cash, or in payment OF prof.
bove or services actually received by or reno
an. 10 said corporation, at such times and
this iect to the call OF the board OF director
1901, This corporation shall commence bus
1916 and become going concern as soon as
IRD, thousand dollars OF its capital stock
err have been subscribed; said stock sinai
,oing fully paid at the time of its issuance,
Ser. thereafter, worcestershire, and the, c;
cor. stock may be increased or decreased II
ether manner provided by the laws of this ST
ages, The parties TO this act hereby declare
1916 thew subscribe for the number OF shar
= the capital stock set opposite their resp
signatures hereto, so that this act OF
. poration shall serve as the original
scription list.
Nc Article V-All the powers Of this
ration shall be vested in and be exc
,uisi- by a board of not less than three DIRE
, Or TO be elected each year by the stockh
at the annual meeting, by cumulative