The herald. [volume] (New Orleans, La.) 1905-1953, 1917-11-15
CHARTERS.

ness II be carried on by II are declared 10 uc !
- acquire and 10 manufacture eand r=Une |
metals, alloys, oils, dye SUMS and
all kinds Of chemical products, and IN order
10 accomplish the SAID purposes or any OF
them 1t shall have power aud authority 20
establish branches IN the State OF LOUISIANA |
or elsewhere, and to engage in any business |
or incidental TO ITS primary |
purposes; II shall have the power 10 sue and
Je sued IN its corporate name; to make and |
use a corporate seal and the same 10 break |
or alter at pleasure; 10 acquire by purchase, |
lease or otherwise, and to receive, hold, IN |
prove, use and operate, and to sell, lease or
otherwise ALLEVIATE or cucumber p0th real ana
personal property; 10 incur DEBT and issue
evidence thereof and secure the payment OF
same; 10 issue bonds and secure the same
in any legal manner; to elect. appoint and
employ such officers, agents and employees as
the interest or convenience OF the corpora
ton may require and to dismiss or discharge
the same when deemed eXpedient; 10 make,
amend and repeal such by laws, rules and
regulations may be deemed proper tor the
management Of the business and affairs OF
this corporation, and IN general 10 DO any
act or thing not contrary to law winch may
be necessary and proper to the conduct OF
its business.
Article IV.-The capital stock of this cor,
puratiOn Is hereby hNed at thirty thousand
dollars, divided into three hundred shares OF
the par value of one hundred dollars each,
Of which said stock fifty 500 shares shall be
preferred stock and two hundred and nifty
(2SO shares shall be cmomon stock. All
shares Of stock shall be full-paid and nom
assessable, and no certificate shall be issued
for stock until same has been paid for an full
in money, property or other thing OF value.
No transfer of stock shall be binding upon
this corporation until made on its books, and
the Board of Directors may FIX time, not
exceeding two weeks prior to any dividend
period during which no transfers OF stock
shall be made. Certificates OF stock shall
be signed by the President and Secretary
tLar off,r ~ dPSHpnated
BY the Board of Directors. Preferential div.
idends shall be paid on the SAID preferred
stock at the rate OF eight per cent per an
nun. payable quarterly in equal instalments
on the first day of January, April, July and
October in each calendar year, and any div
idend payment omitted or passed either IN
whole or in part shall subsequently, be paid
in full before the common stock shall re-
ceiye any dividend, but the dividends on
the preferred stock shall be limited abso-
lutely to eight per cent per annum regard
less OF what the net earnings OF the corpo,
ration may he, and the preferred stock shall
have no voting power or privilege IN any
case whatever The Board of Directors may
retire the preferred stock al any quarterly
dvdenpd period by giving the holder thereof
written notice ten days previously at his
last known post office address and by paying
to the holder thereof the full par value there.
Of plus a bonus Of FIVE dollars per share and
by paying the dividends thereon in full up
TO the date of retirement, including any
dividends passed IN WnOle or IN part. IN
the event of the dissolution liquidation
Of this corporation for any cause or in any
manner the preferred stock then outstanding
together with any unpaid or accumuiated
dividends thereon shall first be paid in full
and by preference out OF the MONIES or
assets of the corporation before any distribu-
ton shall be made 10 the common stock,
but the preferred stock shall not participate
further in the distribution OF money or as
sets. Subject TO proper payment IN full OF
ItpiIs n
ferred stock the Board OF Directors shall
declare out OF net profits properly applicable
thereto a dividend the common stock on
each quarterly dividend period above men,
toned, or oftener if the surplus earnings be
sufficient 10 authorize such payment pro-
vided that the Board Of Directors shall have
the authority TO set aside portions of the net
earnings for the establishment OF separate
funds for amortization, extensions and such
proper purposes and in such proper amounts
| as shall be TO the best interest of the
| corporation. At all meetings OF the stock.
| holders OF this cOropration each holder OF
| common stock shall be entitled 10 cast one
vote for each share OF common stock standing
| in his name on the books OF the corporation
| and may vote by proxy. Except as other
wise provided by law, subscriptions e. the
| capital stock OF this corporation shall bt
| paid at such times and in such instalment
| as the Board of Directors may direct. Pre-
ferred stock which has been retired may b.
| again re-issued but never for less than IT
|
poration may be increased in the manne
provided by law TO amount not exceeding
a total Of FIVE hundred thousand dollars.
Article V.-Except as otherwise provide
| by law or by this charter, all corporate pow
ers of this corporation shall be vested in an
exercised BY a Board Of Directors compose
Of not less than three nor more than seve
stockholders who shall be elected by ma
jority vote OF the common stockholderS a
the general or annual meeting which shal
be held on the fourth day of January O
each year. or If that date fall on dies no
, then on the next succeeding legal day, a
which meeting each stockholder snail be en-
titled to cast one vote either III person O
by proxy for each share OF common stoc
standing in his name on the books OF tn
corporation, and a majority OF the votes cas-
shall determine all elections or questions
/. The directors shall in all cases hold othc
| until their successors have been duly electe
and qualified. and failure to elect director
shall not dissolve this corporation. An
vacancy in the Board of Directors shall b
filled by the remaining directors by elecuo
|. for the unexpired term
| Notice of said annual meeting OF stock
holders shall be given by mail to each STOCK
holder at his last known postofhce address
, | not less than ten nor more than ten day
prior to the date of the meeting If les
| number than the maximum be elected tn
. Board of Directors may elect others, nc
. | exceeding the maximum number, for the ur
expired term. The said board shall, amt
. elect one Of their number as President, on
as Vice President as Secretary and on
. as Treasurer. provided that the Offices {
Secretary and Treasurer may both be hel
, by the same person. Any director office
shall have the right to appoint by write
, instrument, another director to act as hi
proxy, at any and all meetings of the dire
/ tors.
Article Vino stakeholder shall ever B
! | held liable or responsible for the contract
! faults or debts of said corporation, nor sha
| any mere informality in organization hay
, the effect of rendering this charter null
of exposing any stakeholder to any lablit
bevond the unpaid balance due on the share
of stock owned by him.
. Article VII.-This act OF Incorporation ma
q be changed, modified altered. or this co
: poration may be dissolved with, the assei
e Of two-thirds of all the outstanding connie
! stock of the corporation at general meetir
e convened for that purpose after notice give
e in the same manner as above provided
:. the annual meetings. In case the dlssol
ton of the corporation be determined, {
~ stockholders shall at the same an a
e jourred meeting, elect by a majority vol
7 three Of their number to liquidate and sett
:. the business and affairs of the corporatic
ID In case of the death, disability or resign
ton of any one two OF said COMMISSIONS
or liquidators, the survivor survivors sh
A | appoint his or their successor or successC
The said liquidators shall remain in off
G until the business and affairs of the corr
NJ ration are fully and finally settled and liq
" dated; they shall have full power to m,
r and act under the bylaws of the corpo
v. ton and such rules shall be establish
~ by a majority Of their number; 70 fix
price and terms Of sale of the property a
| all assets of the corporation, TO collect del
J,,a 20 - and tale and collect notes bon