The herald., 1917-12-13
CHARTERS.

bred and fifty Q25O shares of one hundred
dollars $4,000 each. The preferred cap
ital stock shall be entitled by preference
and priority over the common stock of the
corporation to dividends in each and every
year at the rate of eight per cent $50
per annum, payable out of the profits; such
dividends shall be cumulative and limited
to eight per cent $50 per annum, and said
other or further share of the profits. No
dividends shall be declared or paid on the
common stock in any year until all of the
preferred stock, together with all cumulated
dividends thereon, shall have been paid in
full and retired. The whole or any part of
said preferred stock may be called and re-
tired at par, plus cumulated dividends 10
date OF payment, at any time, provided that
in case part only Of said stock is called
tor retirement, the part to be retired
shall be determined by lot, number shall
be placed in the allotment for each out
standing share OF preferred stock, and from
the total numbers thus collected, a number
or numbers equal TO the number of shares
to be retired shall be drawn by lot. In the
event Of any liquidation or dissolution or
winding up, whether voluntary or invol-
tary, of the corporation, the holders of the
preferred stock shall be paid in full the
par value Of their shares, together with all
cumulated dividends thereon, at the rate Of
eight per cent $50 per annum TO the date
of said liquidation, and after payment to
the holders of the preferred stock of its
par value with said cumulated dividends,
the remaining assets and funds shall be
divided and paid to the holders of the COM
mon stock ratably according to their re-
spective shares. The preferred stock shall
be without voting rights of any kind.
Section z. The common stock of said cor
hundred and fifty thousand dollars $780,
0O0O0), divided into or represented by
twenty-five hundred $500 shares of one hun
bred dollars each, and shall be entitled TO
such dividends as may be declared by the
Board of Directors subject TO the provisions
of Section l hereof, and shall be entitled TO
share in the assets and funds of the COR
poration only in the manner prescribed in
Section l hereof, and in other way. Ex-
cept when otherwise provided by existing
laws, or laws hereinafter enacted, which
may constitutionally be retroactive, all vot-
ing rights of every kind shall be exclu-
sively vested in the holders of the common
stock, each holder being entitled to one vote
the date of the closing of the books for
election purposes, which vote may be cast
either in person or by proxy.
Separate stock books and stock registers
shall be kept for each class Of stock.
The whole of said stock or any part there
of may be issued and delivered to any per-
son, firm or corporation for the requirement
Of the rights, privileges, permits, franchises,
property, servitudes leases any part
thereof, owned or controlled by said person
and adjustment OF the costs, fees, charges
and expenses incurred for services rem
dered in the formation and organization of
this corporation and in acquiring and bring
ing about the purchase of the property,
rights, permits and franchises aforesaid; also
for cash or in installments of such amounts
the Board of Directors may determine;
also for property received or services actu-
ally rendered to this company. The Board
of Directors herein created is specially
thorized to dispose of the stock or any part
thereof for any and all of the purposes above
stated, and it is particularly authorized TO
dispose of said stock, or any part thereof,
to the London Development Company, in ex-
change for the land or any part thereof of
said Company, together with the cemetery
permit or franchise now held by that Com
pany under Ordinance No. 1864 of the Com
mission Council of the City of New Orleans,
Louisiana, amended or to be amended
and to accept the conditions of said ordin-
ance or ordinances.
Article Vail the powers of this corpo-
ration shall be vested in and exercised by
a board of not less than three (0, and not
more than nine ~ directors, each of whom
shall have in his own name at least FIVE
81 shares of stock. Said board of directors
shall be elected annually on the first Mon
day of October of each year, the first cleo
ton to be held in the year of 1913 pro-
vided that within the limits fixed by this
charter the duly elected board of directors
may, at any time, by a threefourths vote
OF the entire existing directorate, increase
the number of directors and fill the vacancy
or vacancies thus created. All such cleo
tons shall be by ballot at the Office of the
corporation, under the supervision of three
90 commissioners to be appointed by the
board of directors, and in the absence of any
commissioner, the president shall have the
power to nil the place by appointment; and
of all such elections, we'll as all meet
ings of stockholders, except when otherwise
required by law, fifteen days notice shall
be gwen, either personally or by deposting
in the post Office, properly addressed to each
common stockholder, such notice being ad-
dressed to the stockholders last designated
address, or at the General Delivery at New
Orleans, louisiana, if he has not designated
an address, and announcing the time and
place of the meeting. Each common snare
holder, and in those cases in which pre-
ferred shareholders are entitled to vote, each
preferred shareholder shall be entitled to
one % vote for each share of stock stand
ing in his name on the books of the COM
pany, said vote to be cast in person or by
proxy, and the majority of the votes cast
shall elect The board of directors shall
have power to fill all vacancies which may
occur on the board. Failure to elect the
board of directors on the day above speci-
fed shall not dissolve the corporation, but
the directors then in office shall remain
IN office until their successors are elected
Due notice of election shall forthwith be
given, as above provided, and such notice
until an election is held. The board of
directors at their first meeting following
each annual election shall, out of their mum.
Der, elect president and two vice-presi-
dents, and they shall likewise elect, but
not necessarily from their number, a secre.
tary, a treasurer, and such other officers as
the board of directors shall deem necessary.
The board shall have power in its discre-
ton, to unite two more Offices, and the
same to confer upon one person, and shall
have the power to FIX the salaries of all
power to make and establish, as we'll as
alter and amend, all bylaws, rules and
regulations necessary and proper for the sup
port and management of the business and
affairs OF said corporation, and not incon-
sistent with its charter Said board shall
also have full power and authority to bor-
row money through the president or some
other duly authorized agent or agents, to
execute notes or other obligations in such
amount and on such terms as in their judg.
ment may be advantageous; and generally
to do all things reasonably necessary for the
proper carrying on of the business of the
paid shares of stock obligations of said
corporation in payment of money borrowed,
labor, or services, or property, or rights ac-
tually received by said corporation, as here.
tofore set forth; and shall have power 10 do
all such acts and things as may be neces.
ssry to carry out the objects and purposes
for which this corporation is organized.
The majority of the existing board shall
constitute a quorum for the transaction u
any business at any meeting of the board
of directors. Any director absent from the
meeting may be represented by any other
director, who may cast the vote of the said
absent I,,,r 90