The herald. [volume] (New Orleans, La.) 1905-1953, 1917-11-29
CHARTER OF
ALLIED CHEMICAL WORKS, INCoRPo-
RATED

United states OF America, state OF LoulSl-
ana, City of New Orleans.
Be it known, that on this, the seventeenth
day Of the month Of October, in the year
Of our Lord, one thousand, nine hundred and
seventeen, before me, John Marshall Quin-
tero, a notary public, in and for the State
miss;1nei and qualified and in the presence
Of the witnesses hereinafter named and I'M
dersigned personally came and appeared the
several persons whose names are hereunto
subscribed, who declared that availing them
selves of the provisions OF the Constitution
and laws of the State of Louisiana relative
to the organization Of corporations, they do
by these presents covenant and agree and
bind and constitute and organize and form
themselves, their successors and assigns and
such other persons may be hereafter be-
come associated with them, in a corporation
and body polite in law for the objects and
purposes and subject to the following rules
and stipulations, which they adopt as their
charter, to-wit:
Article 1.-The name and style of this cor
| poraton shall be Allied Chemical Works,
incorporated, under and by which name i
shall exist and enjoy succession for the full
this date unless sooner dissolved.
Article 1.-THE domicile of this corpora
ton is hereby fixed in the City of New Or
leans, State Of Louisiana, and all citations
or legal process directed to it shall be served
on its President, or in the event Of his alb
sence or inability to act, upon the Vice
President, or in the event of the absence
or inability to act of both of said officers,
then upon the Secretary.
Article III.-The objects and purposes of
this corporation and the nature of the bust
ness to be carried on by it are declared to be
to acquire and to manufacture eand rehne
chemicals, metals, alloys, oils, dye stuffs and
all kinds of chemical products, and in order
to accomplish the said purposes or any of
them it shall have power and authority to
establish branches in the State of louisiana
elsewhere, and to engage in any business
complementary or incidental to its primary
purposes; it shall have the power TO sue and
be sued in its corporate name; to make and
use corporate seal and the same to break
or alter at pleasure; to acquire by purchase,
lease or otherwise, and to receive, hold, I'M
prove, use and operate, and to sell, lease or
otherwise ALLEVIATE or cucumber both real and
personal property; TO incur debt and issue
evidence thereof and secure the payment OF
same; to 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 expedent; to make,
amend and repeal such by laws, rules and
regulations as may be deemed proper for the
management of the business and affairs of
this corporation, and in general, to do any
act OF thing not contrary TO law which may
be necessary and proper to the conduct OF
Article IV.-The capital stock of this cor.
! poration is hereby fixed at thirty thousand
dollars, divided into three hundred shares OF
| the par value of one hundred dollars each,
| of which said stock fifty (50) shares shall be
preferred stock and two hundred and fifty
| (250) shares shall be cmomon stock All
| shares of stock shall be full-paid and non.
| assessable, and no certificate shall be issued
| for stock until same has been paid for in full
| in money, property or other thing of value
No transfer Of stock shall be binding upor
this corporation until made on its books, ant
| the Board of Directors may fix time, no
exceeding two weeks prior to any dividend
period during which no transfers of stool
| shall be made. Certificates of stock shall
be signed by the President and Secretar,
| or such other officers as may be designated
/ 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
i mum, payable quarterly in equal instalment
on the first day of January, April, July anC
October in each calendar year, and any div
| idend payment omitted or passed either il
whole or in part shall subsequently, be pait
| in full before the common stock shall re
ceive any dividend, but the dividends OF
. the preferred stock shall be limited abso
lutely to eight per cent per annum regard
1 less of what the net earnings of the corpo
| ration may be, and the preferred stock shall
4 have no voting power or privilege IN an,
case whatever. The Board OF Directors ma,
/ retire the preferred stock at any quarterly
dividenpd period by giving the holder thereo
| written notice ten days previously at hi!
| last known post Office address and by payini
! to the holder thereof the full par value there
T, by paying the dividends thereon in full III
| to the date of retirement, including an,
| dividends passed in whole or in part. II
| the event of the dissolution or Liquidation
of this corporation for any cause or in an,
manner the preferred stock then outstanding
/ together with any unpaid or accumulated
/ dividends thereon shall first be paid in full
and by preference out of the monies o.
| assets of the corporation before any distribu
ton shall be made to the common stock
but the preferred stock shall not participat,
/ further in the distribution of money or as
sets. Subject to proper payment in full o.
| all dividends up to that time on the pre-
| ferred stock, the Board Of Directors shall
declare out Of net profits properly applicabl,
thereto dividend on the common stock OF
each quarterly dividend period above men
toned, oftener if the surplus earnings b
sufficient to authorize such payment pro
| vided that the Board of Directors shall hav
the authority to set aside portions of the ne
| earnings for the establishment of separat
funds for amortization, extensions and sue
proper purposes and in such proper amount
as shall be to the best interest of tn
corporation. At all meetings of the stock
holders of this corporation each holder @
common stock shall be entitled to cast on
vote for each share of common stock standin
in his name on the books of the corporation
and may vote by proxy. Except as othei
wise provided by law, subscriptions to tn
capital stock of this corporation shall
paid at such times and in such instalmeni
| as the Board Of Directors may direct Pr,
ferred stock which has been retired may
again re-issued but never for less than II
par value. The capital stock of this CO.
! poration may be increased in the manns
provided by law to an amount not exceedir
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 Board of Directors compose
of not less than three nor more than seve
stockholders who shall be elected by a nj
jority vote of the common stockholders
the general or annual meeting which sha
be held on the fourth day Of January I
each year, or If that date fall on a dies no
then on the next succeeding legal day, |
| which meeting each stakeholder shall be CT
titled to cast one vote either in person {
by proxy for each share of common stoc
corporation, and majority of the votes car
shall determine all elections or questions
The directors shall in all cases hold ofic
| until their successors have been duly eiecte
| 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 electio
for the unexpired term.
/ Notice Of said annual meeting of stool
holders shall be given by mail to each stool
holder at his last known postofice addres
not less than ten nor more than ten day
prior to the, date of the meeting II les
number than the maximum be elected Il
Board Of Directors may elect others, m
exceeding the maximum number, for the M
expired term. The said board shall, ann,
ally at their FIRST meeting after electioi