The herald. [volume] (New Orleans, La.) 1905-1953, 1917-11-22
CHARTER OF
ALLIED CHEMICAL WORKS, INCORPO
RATED
United States of America, State Of Louisi
ana City of New Orleans.

|
of our Lord, one thousand, nine hundred and
seventeen, before me, John Marshall Quin-
tero, notary public, in and for the State
of Louisiana, Parish of Orleans duly COM
missioned and qualified and in the presence
! of the witnesses hereinafter named and I'M
dersigned, personally came and appeared the
4 several persons whose names are hereunto
i 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 as may be hereafter be-
/, come associated with them, in corporation
and body polite in law for the objects and
=: purposes and subject to the following rules
? and stpulations, which they adopt as their
: charter to-wit:
Article 1.-The name and style of this cor
: poration shall be Allied Chemical Works,
I Incorporated, under and by which name i
. shall exist and enjoy succession for the full
period of ninety-nine years from and after
i 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 OF inability 10 act, upon the Vice
r 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 II are declared to be
. to acquire and to manufacture eand reune
! chemicals, metals, alloys, oils, dye stufs and
all kinds of chemical products, and in order
. to accomplish the said purposes or any OF
| them II shall have power and authority 70
| establish branches in the State of Louisiana
or 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
81 use a corporate seal and the TO break
l al # TNlR re IN
? lease or otherwise, and to receive, hold, I'M
prove, and operate, and TO sell, lease or
. | otherwise ALLEVIATE 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 convenience OF the corpora
ton may require and to dismiss or discharge
the same when deemed expedient; TO make,
. amend and repeal such by laws, rules and
! regulations as may be deemed proper Tor the
. | management of the business and affairs OF
this corporation, and in general, to do any
act thing not contrary to law which may
be necessary and proper TO the conduct OF
| its business.
Article IV.-The capital stock of this cor
poraton is hereby fixed at thirty thousand
dollars, divided into three hundred shares OF
p the par value of hundred dollars each,
of which said stock fifty $50 shares shall be
preferred stock and two hundred and fifty
;, | ESQ shares shall be cmomon stock. All
. shares of stock shall be full-paid and non
y assessable and no certificate shall be issued
| for stock until same has been paid for in full
v | in money, property or other thing of value
II No transfer of stock shall be binding upor
!. this corporation until made on its books, anC
e the Board of Directors may fix time, mo-
4 exceeding two weeks prior to any dividend
/. | period during, which transfers OF stool
!. shall be made. Certificates of stock shall
e be signed by the President and Secretary
4 or such other officers as may be designated
r 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
!, | mum, payable quarterly in equal instalment'
4 on the first day of January, April, July anc
$ October in each calendar year, and any div
idend payment omitted passed either II
d whole or in part shall subsequently be paic
! ceive any dividend but the dividends or
: the preferred stock shall be limited abso
i lutely TO eight per cent per annum regard
!. less of what the net earnings OF the corpo.
4 ration may be, and the preferred stock shall
n have no voting power or privilege IN any
! case whatever. The Board of Directors may
| retire the preferred stock at any quarterly
4 dividenpd period by giving the holder thereof
n ] last known post office address and by paying
. to the holder thereof the full par value there.
e of plus a bonus of FIVE dollars per share and
a by paying the dividends thereon in full UP
I to the date of retirement, including any
4 dividends passed in whole in part In
$ the event of the dissolution or liquidation
4 OF this corporation tor any cause or IN any
\ manner the preferred stock then outstanding
: | together with any unpaid accumulated
Z dividends thereon shall first be paid in full
and by preference out of the monies OF
assets of the corporation before any distribu-
: | ton shall be made to the common stock
& but the preferred stock shall not participate
, further in the distribution OF money or as
d sets. Subject to proper payment in full oil
r all dividends up to that time on the pre-.
|. ferred stock, the Board of Directors shall
h declare out of net profits properly applicable
e thereto a dividend on the common stock on
E each quarterly dividend period above men
e toned, oftener if the surplus earnings be
| sufficient to authorize such payment pro-
:, vided that the Board of Directors shall have
the authority to set aside portions of the net
i earnings for the establishment of separate
n | funds for amortization, extensions and such
Il proper purposes and in such proper amount:
as shall be to the best interest of tht
K corporation. At all meetings of the stock
: holders of this corporation each holder o.
common stock shall be entitled to cast on,
A vote for each share Of common stock standing
4 in his name the books of the corporation
IT and may vote by proxy. Except as other
!. wise provided by law, subscriptions TO thu
y capital stock of this corporation shall b
n paid at such times and in such instalment
d as the Board of Directors may direct. Pre-
d ferred stock which has been retired may b
{. again re-issued but never for less than it
par value. The capital stock of this cor
,t poration may be increased in the manne
D. provided by law to an amount not exceedin
n | a total OF hve hundred thousand collars.
d Article V.-Except as otherwise provides
by law or by this charter. all corporate pow
" ers of this corporation shall be vested in an
n exercised by a Board of Directors compose
e of not less than three nor more than seve
1. stockholders who shall be elected by ma
n jority vote of the common stockholders a
the general or annual meeting which shall
te be held on the fourth day of January o
d each year, or If that date fall on dies moi
u then on the next succeeding legal day, a
A. which meeting each stakeholder shall be en-
n titled to cast one vote either in person o
II by proxy for each share of common stool
| standing in his name on the books of TIL
s corporation, and majority of the votes cas-
e shall determine all elections or questions
e The directors shall in all cases hold offic'
until their successors have been duly elected
: shall not dissolve this corporation. AM
!. vacancy in the Board of Directors shall b,
il filled by the remaining directors by election
e for the unexpired term
Notice of said annual meeting of stock
n holders shall be given by mail to each stock
!. holder at his last known postoffice address
v not less than ten nor more than ten day
+. | prior to the date of the meeting. II les
4 number than the maximum be elected tn,
e Board Of Directors may elect others, no
:. exceeding the maximum number, for the TN
II expired term The said board SHALL annu
S ally, at their first meeting after election
e elect one of their number President, on
II as Vice President, one as Secretary and on
e as Treasurer, provided that the Offices o
d Secretary and Treasurer may both be hell
e by the same person. Any director or Office
hall have he RIGHT 70 anOoint nv writer