The herald., 1918-10-31
CHARTERS.

Officers, agents and other employees as me
interest and convenience OF the corporation
may require; and to make and establish
such bylaws, rules and regulations for the
management and control OF the business and
affairs of the corporation as may be deemed
necessary or proper.
ARTICLE i'll The domcle OF the Cor
poration shall be in the City Of New Orleans.
Parish Of Orleans. State OF Louisiana.
All citation and legal process shall be served
on the President, or in case OF his absence
upon the Secretary-Treasurer.
ARTICLE I'LL. The objects and pur-
poses for which this Corporation IS organized
and the nature Of the business to be carried
on by it are hereby declared to be: To con
and selling. boots, shoes and accessories in
this city or elsewhere. and 10 do any and all
things connected herewith.
ARTICLE NJ The capital stock OF
said Corporation Is hereby fixed at One Mil
lion Five Hundred Thousand tSl.5loOoOO
Dollars, consisting OF Fifteen Thousand
G5.WOl shares OF the par value OF One Hun
drcd Dollars $4,000 per share. which said
capital stock shall be divided as follows;
? One Million Seventy-fIve Thousand ISL
g7S.UaUCOl Dollars thereof consisting OF Ten
Thousand Seven Hundred Fifty UO75jl
shares shall be common stock, and Four Hum
bred Twenty Five Thousand (S+25OOW Dol
lars. consisting Of Four Thousand Two Hun
dred Fifty (4,25p shares shall be preferred
stock. ; Said common stock shall be
divided into the following TWO classes: Eight
Hundred Forty Seven Thousand. Five Hun
dred Dollars (SS47. $4,000, consisting Of Eight
shares shall he designated Class a. Com
mon. and Two Hundred Twenty-Seven Thou
sand Five Hundred Dollars tS227,5oll0
thereof. consisting OF Two Thousand Two
Hundred Seventy Five 2.275 shares, shall
be designated as Class "B' Common. !. Said
preferred stock. subject to the provisions
hereinafter contained, shall be divided into
the following two classes: Two Hundred
M M
thereof, consisting Of Two Thousand Two
Hundred Fifty t2,25Ol shares. shall be desig-
mated as Class a. Preferred. and Two
Hundred Thousand ($2OOOJOOO) Dollars there
OF, consisting Of Two Thousand t2OOO shares
shall be designated as Class "B' Preferred
5. All of said preferred stock, both Glass
"A" and Class "B" preferred shall be en-
titled by preference and priority. over all
OF said Common stock, to dividends in each
and every year at the rate of Seven q per
cent? per cent per annum. payable out Of the
profits or earned surplus, semi annually on
January 2nd and July End of each year; said
dividends shall be cumulative, limited to
Seven per cent G. per cent? per annum. and
no dividends shall be paid on or set aside
for the common stock until all the dividends
on the preferred stock shall have been fully
paid. Said preferred stock shall have no
voting power so long as the dividends not
in default for more than one year; but when
said dividends are not paid for more than
one year. then said stock shall have a like
voting power with the Common stock, that
is, vote for each share OF stock, so long
as said default continues. In the event Of
the dissolution or liquidation Of the cor
poration. and in any distribution Of the
assets of said corporation. the par value OF
all the preferred stock, legally issued and
| outstanding. shall be paid to the holders
thereof in full with all unpaid dividends be
fore any payment shall be made to the hold.
ers OF the common stock. 8. The holders Of
| the common stock. both Class "a and Class
B. shall be entitled, without priority the
! one over the other, to all Of the dividends,
| as and when declared out of the net profits or
earned surplus, after the payment OF the
agreed dividends the Preferred stock. Z.
In the event, OF the dissolution or liquida-
| ton OF the corporation, in the distribution of
! the assets of said corporation among the
| stockholders, after the payment of the debts
of the corporation, and the payment in full
of the par value OF all the preferred stock
| legally issued together with all accumu-
lated dividends thereon the entire balance
| Of the assets of said corporation shall be
divided among the holders of all the COM
mon stock. both Glass a. and Class "B,
| legally issued in proportion to their respec'
class over the other. g. All voting rights
of the corporation Except as herein or other
wise provided shall be vested exclusively il
the Common stock at all elections of direc
tors or other meetings of the stockholders
except on questions relating to the liquida
ton and dissolution of this corporation. o
the amendment of this charter, in which
cases, the Preferred stock shall have a lik
voting power the common stock, that is
one voteN for each share of stock. 9. Tn
Board of Directors may at any time, out o
the profits earned surplus of said bust
ness. retire all or any portion of Class "A
of the preferred stock, selected and desig
mated by the Board of Directors upon givin
to the registered holder holders thereo
thirty 800 days written notice delivered il
person or mailed to their address last give
to the corporation, which notice and della
may be waived by any such stakeholder
and paying to the holders of such stock S
called in the par value thereof with all &C
cumulated dividends and the agreed divi
dends provided in this charter up to the dat
of the redemption of said stock, after whic
the dividends on said stock shall cease; pro
vided that if less than the whole of sal
Glass "A" Preferred stock is retired eac
) outstanding certificate shall have the sam
pro rata thereof retired. 10. All or an
! portion of the preferred stock redeemed ma
! be reissued by the Board OF Directors I
such person or persons as said Board of Di
rectors shall determine for not less than par
and said stock when so re-issued shall hav
, all the rights and privileges and shall b
subject to all the terms and conditions a
the original stock; provided that none o
the preferred stock OF Class A" after be
ing retired, may be re-issued except a
Glass 'B' preferred whereupon it shall hay
| all the rights and privileges, and be sub
ject to all the terms and conditions of Clas
''B' preferred H. The Board OF Director
> may after all Of the stock of Class "a" pre-
ferred has been retired retire out of tn
profits or earned surplus of said business al
or any portion Of Glass "B" of the preferre
, stock, pro rata according to the total amour
! outstanding, whether original or REISSUE
upon giving to the registered holder or hold
ers thereof thirty (30) days written motto
delivered in person mailed to their at
dress last given to the corporation, whic
notice and delay may be waived by an
, | such stakeholder, and paying to the holder
! of said stock so called in the par value there
{ of with all accumulated dividends and III
agreed dividends provided in this charter u
to the date of the redemption of said stool
. after which the dividends on said stock sha
> cease. II No shares of Class "B' of pr,
: ferred stock may be sold, assigned, or di
posed of by any holder thereof. without fir
: offering it in writing for thirty 900 days
! | the corporation, at a price not TO exceed i
; par value with all accumulated dividends ar
:. the dividends herein provided up to the da
: of purchase: and any sale other dispos
| ton. pledge or other encumbrance of sa
: stock shall be made subject to this provisit
| of the charter. Said corporation is heret
y authorized to purchase the same out of q
= profits or earned surplus, and 10 reissue q
= same for not less than par, and said sto'
= so re-issued shall have all the rights al
;. privileges and be subject to all the teri
, and conditions Of said class. If said CO
>, poration fails to exercise its rights to bi
:. in said stock within said period, the hold
y thereof may make such other disposition
the stock as he desires. -. No share
L.. ra1