The herald., 1918-11-07
CHARTERS.

name and employ Asuch managers directors
| officers, agents and other employees as the
may require; and 10 make and establish
such bylaws, rules and regulations for the
management and control of the business and
affairs OF the corporation may be deemed
necessary Of proper.
"A AR t;o1 IL The domicle of the Cor
PARISH Of Orlsms. State of Louisiana. q
on the Presd or case OF his oe aS SseTEe
upon RT as SfeGT + Treas s;, sfreT t
poses Tor Iffhch thf,~C Corp ration is organized
and the nAt,re of thA business to be carried
on by It are heYsby declared to be: To con
duct the busi9fsi of manufacturing, buying
and and selling oots shoes and accessories in
things connected Herewith
ARTICLE M. The capital stock of
said Corporation is hereby fixed at One Mil
lion Five Hundred Thousand (SlsOOmICM
Dollars, consisting of Fifteen thousand
qs@Cl shares of the par value of One Hun
dred Dollars $4,000 per share which said
capital stock shall be divided as follows.
2 One Million Seventy-five Thousand Isl.
TIo'ODOOOI Dollars thereof, consisting of Ten
thousand Seven Hundred Fifty ,QO75O
shares shall be common stock and Four Hun
bred Twenty-Five Thousand (S425OOO Dol
lars, consisting of Four Thousand Two Hum
dred Fifty $3.50 shares shall be preferred
sun J. Ndlu common stock shall he
divided into the following two classes: Eight
Hundred Forty Seven Thousand. Five Hun
dred Dollars (SS47, $1,000. consisting of Eight
thousand Four Hundred Seventy-Five (8476
shares shall be designated as Glass "A" Com
mon: and Two Hundred Twenty Seven Thou.
sand Five Hundred Dollars ($227, 5000
thereof, consisting of Two Thousand Two
Hundred SeventyFive (2275 shares, shall
be designated as Glass "B" Common. 4 Said
preferred stock, subject to the provisions
nerGlnlffPT hill /
the following two classes: Two Hundred
twenty-five Thousand Dollars (s125 600 cor
thereot, consisting of Two thousand Two
Hundred Fifty 2,25O) shares. shall be desig-
Hundred Thousand (S2OOOOOOO Dollars there.
o. consisting of Two Thousand (2OOO shares,
snail be designated as Class "B" Preferred
,. All OF said preferred stock, both Class
"a ana Class "B' preferred, shall be en-
tited by preference and priority, over all
OF said Common stock, to dividends in each
ana every year at the rate of Seven q per
cent per cent per annum payable out of the
profits or earned surplus, sem-annuallv on
January End and July End of each wear. said
dividends shall be cumulative, limited 20
seven per cent q per cent? per annum. and
no dividends shall be paid on or set aside
Tor the common stock until all the dividends
on me preferred stock shall have been fully
pdld. said preferred stock shall have no
voting power so long the dividends are NOT
IN default tor more than one year; but when
sald dividends are not paid for more than
one year, then said stock shall have like
Young power with the Common stock, that
IS one vote for each share of stock. so long
as SAID default continues In the event az
the dissolution liquidation of the cor
poratlon, 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 he
tore any payment shall be made TO the hold
erS OF the common stock. 8. The holders of
the common stock both Class "A' and cI,es
B." shall be entitled, without prior;tv tbs
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 on the Preferred stock. 2
IN the event, of the dissolution or liquida-
Ion OF the corporation, in the distribution of
me assets OF said corporation among the
after the payment of the debts
81 me corporation, and the payment in full
- tne par value OF all the preferred stock
legally issued together with all accumu
lated dividends thereon the entire balance
u the assets OF said corporation shall he
lvlded among the holders of all the COM
non stock, both Class "A" and Glass "B."
legally issued, in proportion to their resner
tive holdings. without priority OF the ono
,lasS over the other. g. All voting rigbts
u the corporation Except as herein or otber-
wise provided shall be vested exclusively in
he Common stock at all elections of direc. |
Except on questions relating to the liouida
ion and dissolution of this corporation or
ne amendment of this charter in which
asses the Preferred stock shall have a like
voting power as the common stock. that is
me vote for each share of stock Tbs
BOARD OF Directors ay at any time. ont of
he profits or earned surplus of said busi
i fe retire all or any portion of Class "a
u tne preferred stock, selected and desig- |
lated by the Board of Directors upon giving
o the registered holder or holders thereof
hirty (SO) days written notice delivered in |
'erson or mailed to their address last given
0 the corporation. which notice and delay
nay be waived by any such stockboIdey
md paying to the holders of such stock So |
aled IN the par value thereof with ali ac |
dividends and the agreed divi |
lends provided in this charter up to the date
l me redemption of said stock, after which |
ne dividends on said stock shall cease; pro- |
1ded that If less than the whole of said |
lass a" Preferred stock is retired each
outstanding certificate shall have the same
no rata thereof retired. 10. All or anv
orion OF the preferred stock redeemed may
e re-issued by the Board of Directors to
uch person or persons as said Board of D
ectors shall determine for not less than mar
nd said stock when so re-issued shall have
II the rights and privileges and shall be
ubJect to all the terms and conditions as
he original stock; provided that none of
ne preferred stock of Class "a" after he
ng retired, may be re@issued except as
lass B preferred, whereupon it shall have
II the rights and privileges, and be sub
ct to all the terms and conditions of Class
b. preferred. II. The Board of Directors
lay, after all of the stock of Class "a" pre
erred has been retired, retire out of the
roflts or earned surplus of said business all
r any portion of Class "B" of the preferred
took, pro rata according to the total amount
outstanding, whether original or reissue,
pom giving to the registered holder or hold
rs thereof thirty 900 days written notice
elivered in person or mailed to their ad.
ress last given TO the corporation, which
Office and delay may be waived by any
ich stakeholder, and paying to the holders
said stock so called in the par value there
! with all accumulated dividends and the
greed dividends provided in this charter up
the date of the redemption of said Stool
tier which the dividends on said stock shall
Ease: IL. No shares Of Class "B" of pre-
FRED stock may be sold, assigned, or dis
osed OF by any holder thereof, without first
ffering IT in writing for thirty (3O DAYS TO
lie corporation, at price not to exceed its
ar value with all accumulated dividends and
lie dividends herein provided up to the date
purchase; and any sale or other dispose
on, pledge or other encumbrance of said
ock shall be made subject TO this provision
the charter Said corporation is hereby
itnorized to purchase the same out of the
roIits or earned surplus and 10 reissue the
lme for not less than par, and said stock
}. re-issued shall have all the rights and
-ivileges and be subject to all the terms
nd conditions of said class If said cor
'ration fails to exercise its rights to buy
said stock within said period, the holder
ereof may make such other disposition of
e stock as he desires. H. No share of
lass "B' OF the common stock may be sold,