The herald., 1917-11-22

contract, sue and be sued TO accept and
receive mortgages, pledges, or other hypOth-
cations; to make and a corporate SEAL
and the same TO break and alter at pleasure;
10 purchase, receive, lease, hold or other
wise acquire and convey, under its corpor-
ate name, property both real, personal and
mixed; and to secure same in such manner
as the Louisiana law may permit; TO name
and appoint such managers and directors,
officers and agents as the interest and con-
venience of said corporation may require,
and to max and establish, as we'll as alter
and amend at pleasure, such bylaws, rules
and regulations for the management and
regulation OF the affairs Of the corporation,
as may be necessary, proper or conven-
lent.
Article 1.-THE domicile OF this corpora
ton shall be the City of New Orleans,
Louisiana, and all citations other legal
process shall be served upon the president
OF the corporation, or in his absence upon
a vice-president.
Article III.-The objects and purposes for
which this corporation is established, and
the nature of the business to be carried on
by it, are declared and specified to be: To
own, hold, lease, buy, sell or otherwise
| acquire and ALLEVIATE, and to dedicate, lay
out, operate and conduct a cemetery or GEM
eteries in the City of New Orleans or else
where, and in connection Herewith to own,
hold, lease. buy, sell or otherwise acquire
and dedicate, real, personal mixed prop
erty of all kinds, including particularly lands
grants and rights of all kinds from the
State Federal Government, or any mu-
nicipal corporation or other political SUBJ
division thereof; and in connection there
with to own, lease, construct, buy, sell or
otherwise acquire, ALLEVIATE, operate, care for,
| conduct and maintain mausoleums, tombs,
monuments, copings, graves, roadways,
| drains, sidewalks, chapels, or other struc-
| txres and any and all embellishments, i'm
provements, additions or betterments used,
| or proper to be used, in connection with a
cemetery or burial ground, and in connec-
| ton Herewith to set aside and dedicate
funds, the income from which may be used
| and dedicated to said purposes, or any of
| them.
Article IV.-The capital stock of said cor.
poration is hereby fixed at three hundred
| and seventy-hve thousand dollars. (s375 10000
divided into or represented by three thou
sand, seven hundred and fifty $3.50 shares
of one hundred dollars $4,000 each. Said
stock shall consist of two different classes
of issue, thereof to be known as Pre-
ferred Stock and the other as Common
Stock.
Section /. The amount of said preferred
stock is fixed at the sum of one hundred
and twenty five thousand dollars (sl2S, 0O00 0),
divided into or represented by twelve hun
dollars $4,000 each. The preferred cap
itsl 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 anr1um, payable out of the profits; such
dividends shall be cumulative and limited
to eight per cent 800 per annum, and said
preferred stock shall be entitled to no
other 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 ~ nj, - I;.,,I
date of payment, at any time, provided that
| in case part only of said stock is called
for retirement, the part to be so retired
shall be determined by lot, a number shall
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.
| spective shares. The preferred stock shall
be without voting rights of any kind.
| Section q The common stock of said cor
poration is hereby fixed at the sum- of two
hundred and fifty thousand dollars $3.50,
10000, divided into represented by
twenty-five hundred $500 shares of one hun.
dred dollars each, and shall be entitled tc
| such dividends as may be declared by the
| Board of Directors subject to the provisions
of Section hereof, and shall be entitled &c
| share in the assets and funds of the cor
| poration only in the manner prescribed in
Section l hereof, and in no 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
for each share registered in his name at
| 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 or any part
thereof owned or controlled by said person
| or corporation, also in payment, settlement
| 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
| as 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 au
thorized to dispose of the stock or any .par'
thereof for any and all of the purposes above
stated, and it is particularly authorized e
| dispose of said stock, or any part thereof
to the London Development Company, in ex
change for the land any part thereofs o.
| said Company. together with the cemeter,
pany under Ordinance No. 1854 of the Com
mission Council Of the City of New Orleans
Louisiana, as amended or TO be amended