The herald., 1918-03-28


one thousand nine hundred and eighteen
before me- Charles Schneidau. Notary PUP,
lie duly commits and qialihed IN ana
for the Parish OF Orleans, state OF Lous-
lana, therein residing, and IN the presence
Al die witnesses hereinafter named anu
undersigned, personally came and appeared
the several persons whose names aie
he-cunto subscribed, who declared fhdT
availing themselves OF the provisions OF the
laws of this State, relative to the organlza,
non OF corporations, they have coyenateo
and agreed. and do, by these presents, COW
enant agree, bind form and cohsulu'e
themselves, well as such persons as me
hereafter ioin or become associated win
,hcr. into a corporation and body poiluc IN
law. for the objects and purposes, and under
the agreements and stipulations ioilowiHs'
to-wit: -. .,,-,.;o.,
sb9lI enioy all the power and authority 10
which name II shall exist Tor ninety-hihg
wears from and after the date mercer, anu
Shall lenjOy all the power and au'horiy ~
contract. sue and be sued; to accept, anu
e,.o;,,e mortgages. pledges, or other hypo-
th,cations; to make and use corporate sea-
and the same to break and alter al pea.
urc; to purchase, receive, tease IoIu "
otherwise acquire and convey u"ueI
corporate name, property ooth rear pc So 80
and mixed; and TO secure same III So.
manner as the Louisiana law may Pe''tti
TO name and appoint such manage a,
directors. officers and agents as the lnleles'
md convenience OF SAID CoIpOl dNlo'i $40
o,,ire and to make and establish, as well as
alter and amend, at pleasure, such bylaws,
-,,I.s and regulations for the management
and regulation OF the affairs OF the corpora
tion. as may be necessary proper OF CON
Article 1.-THE domicile Of this corpora
.;or shall be the City of New orleans;
ouisiana. and all citations or other lGgal
process shall be served upon the iresideh'
# the corporation or in his absence upon
don't
Article III.-The objects and purposes Tor
which this corporation Is estaOhsheu' dl1u
the nature Of the business to be carrier ol'
by il, are hereby declared and SPECIMEN "
be: To own, lease, buy sell or otherwise az
ouire and ALLEVIATE real property, ana 10
dedicate lay out, open dte and CONDUCT
cemetery or cemeteries in the City OF New
Orleans or elsewhere, and, IN conheTuoH
ofberwise acquire and dedicate, real, per
sonal or mixed property OF all KINDS IN
Guiding particularly lands and interests IN
lands franchises, permits, grants ana Iisn.'
Of all kinds from the state or fedeI4l OoH
erurneut or any municipal corporation OI
other political subdivision thereof, and IN
connection Herewith, 10 own, lease, CON
struct, buy, sell otherwise acquire oPe
rate care for conduct and MAINTAIN Mdu
soleums tombs monuments, coplngS, graves,
roadyays. drains. sidewalks, chapels, or
other structures and any and all emDelllsh-
ments improvements, additions, or better
ments used, or proper to be used; IN eoI-
nectiOn with cemetery or Ourlal siou i ~
and. in connection Herewith, to set ASIDE
and dedicate funds, the income IRON whlch
NAV be used and dedicated to said pur-
poses any OF them.
Article IV-The capital stock OF SAID
corporation is hereby fixed at thirty-one
thousand dollars Cs3lOOOOO, divided into or
represented by thirty-one hundred (3lOOl
shares of ten dollars $1,000 each Said
stock shall consist Of two different classes
OF issue, one thereof to be known as the
Preferred Stock and the other as the Com
mon Stock.
Section /. The amount of said Preferred
Stock is fixed at the sum OF twenty-three
thousand dollars CS2300oO, divided into or
represented by twenty-three hundred (ZUD
shares of ten dollars $1,000 each. The Pre-
ferred Stock shall be entitled by preference
and priority over the Common Stock OF the
corporation to dividends in each and every
wear at the rate of eight per cent. q per
cent? per annum, payable out of the profits
such dividends shall be cumulative and linn
tied to eight per cent. g per cent? per an
mum, and said Preferred Stock shall be en-
titled to other or further share OF the
profits No dividends shall be declared or
paid on the Common Stock until all 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 cumuiated dividends TO
date of payment, al any time, provided that
in case part only of said stock is called TOR
retirement, the shares so retired shall be
the lowest serial numbered certificate OF out.
standing Preferred Stock. In the event OF
any liquidation dissolution or winding
up, whether voluntary involuntary, of
the corporation, the holders of the Preferred
Stock shall be paid in fulfil the par value of
their shares, together with all cumulated
dividends thereon at the rate of eight per
cent. g per cent? per annum to the date OF
| said liquidation, and after payment to the
holders Of the Preferred Stock of its par
value with said cumuated dividends, the
remaining assets and funds. shall be divided
| and paid to the holders of the Common
Stock ratably according to their respective
| shares.
Section q The Common Stock of said
eight thousand dollars (Ss,0OO0O), divided
| into and represented by eight hundred 5000
| shares of ten dollars $1,000 each, and shall
| be entitled to such dividends as may be de-
clared by the board of directors, subject TO
| the provisions of Section / hereof, and shall
| be entitled to share in the assets and funds
| of the corporation only in the manner pre-
scribed in Section ] hereof, and in no other
| way.
Separate stock books and stock registers
shall be kept for each class OF stock.
The whole of said stock or any part
thereof may be issued and delivered to any
person, firm or corporation for the acquire
ment of the rights, privileges, permits,
L
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 serv-
| ices rendered in the formation and organi-
zation of this corporation, and in acquiring
and bringing about the purchase of the
property, rights, permits and franchise
| aforesaid, also for cash or in installments OF
such amounts as the board of directors may
| determine; also for property received or
| services actually rendered to this company.
| The Board of Directors herein created is
| specially authorized 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 Johnston Armstrong, in ex-
change for the land or any part thereof, of
| said Johnston Armstrong together with the
cemetery permit or franchise now held by
him under Ordinance No. 479o of the Com
mission Council of the City of New Orleans,
louisiana, and to accept the conditions of
said ordinance.
Article Vail the powers of this corpora
| ton shall be vested in and exercised by a
board of nine directors, each of whom shall
have in his own name at least ten shares of
\ stock, five of whom shall constitute a quo
| rum.
| Said board of directors shall be elected
| annually on the first Monday of April of
each year, the first election to be held in
| the year 1919.
All such elections shall be viva voce at the
Office of the corporation, and all such cleo
| tons, as well as all meetings of stockhold-
ers, except when otherwise required by law,
| fifteen days notice shall be given, either
| personally or by depositing in the post-office
| properly addressed to each stakeholder, such
notice being addressed to the stakeholder