The herald., 1918-04-11
CHARTER

/
| such dividends shall be cumulative and linn
/ tied TO eight per cent. Is per cent? per an
mum. and said Preferred Stock shall be en-.
| titled 10 no other 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 al par, plus cumulated dividends 10
date OF payment, al any time, PROVIDED tnat
| IN case part only OF said stock Is called tor
retirement, the shares so retired snalI De
| the lowest serial numbered certificate OF out
standing Preferred Stock. In the event OF
any liquidation dissolution or winding
up, whether voluntary or 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, a, the rate OF eight per
cent. Is 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 cumulated dividends, the
remaining assets and funds shall be divided
and paid TO the holders OF the Common
Stock ratably according to their respective
Section ?. The Common Stock of said
| corporation is hereby fixed at the sum OF
eight thousand dollars $4,000 divided
into and represented by eight hundred $500
shares OF ten dollars (Sl0uO each, and shall
be entitled TO such dividends as may be de-
| clared by the board Of directors. subject 70
| the PROVISIONS OF section utECoIs dlu SAldl'
| De entitled to share in the assets and funds
| Of the corporation only in the manner pre-
scribed in Section l 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
franchise, property, servitudes, leases: or
anv part thereof, owned or controlled by
| said person or corporation, also IN payment
| settlement and adjustment of the costs,
| fees charges and expenses incurred Tor serv-
| ices rendered in the formation and organi-
| cation OF this corporation, and in acquiring
and bringing about the purchase OF the
property. rights, permits and franchise
| aforesaid. also for cash or IN instal!ments 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 IL is particularly
authorized to dispose OF said stock, or any
part thereof. 10 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. 4799 OF the Com
mission Council of the City of New Orleans,
Louisiana, and 10 accept the conditions Oh
said ordinance.
Article V.-All 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 quo
rum,
Said board of directors shall be elected
annually the first Monday of April OF
each year, the hrSt election to be held IN
the year 1919
Ali such elections shall be viva voee at the
office of the corporation, and all such cleo
tons, we'll all meetings OF stockhold-
sraA hry 1at
| fifteen days notice shall be given, either
personally or by depositing in the post-oftce,
properly addressed to each stakeholder, such
notice being addressed to the stockholder'
last designated address, or at the General
Delivery at New Orleans, Louisiana, if he
has not designated an address, and announc-
ing the time and place of the meeting. Each
shareholder shall be entitled to one vote for
each share of stock standing in his name on
the books of the company, said vote 20 be
cast in person or by proxy, and the majority
Of the votes cast shall elect. The board Of di.
rectors shall have power 10 fill all vacancies
which may occur on the board. Failure 70
elect the board of directors the day above
specified shall not dissolve the corporation,
but the directors then in Office shall remain
in Office until their successors are elected
Due notice of election snail forthwith be
given, as above provided, and such notice OF
election shall be continued TO be given until
an election is held. The board of directors
at their first meeting following each annual
President, a Vice-President, and they shall
likewise elect, but not necessarily from their
number, Secretary, Treasurer and such
other officers as the board OF directors shall
deem necessary. The board shall have
power. in its discretion, to unite two of
more Offices, and the same TO confer upon
one person, and shall have the power to hS
the salaries OF all officers, who moi
shareholders; but no officer, who is mem
Der of the board of directors, shall receive q
salary as such.
The board of directors shall have power &c
make and establish, well as alter and
amend. al bylaws, rules and regulation:
necessary and proper for the support and
, management of the business and affairs o.
said corporation, and not inconsistent witt
its charter. Said board shall also have full
power and authority to borrow money
through the President or some other duly
authorized agent or agents, to execute note:
or other obligations in such amount and or
such terms as in their judgment may be ad
vantageous, and generally to do all thing:
reasonably necessary for the proper carry
ing on of the business of the corporation
also to issue and deliver full paid shares o.
stock or obligations OF said corporation II
payment of money borrowed, labor or serv
ices, or property, or rights actually re
, ceived by said corporation as heretofore Sc
forth; and shall have power to do all suci
acts and things as may be necessary q
carry out the objects ana purposes for which
/ this corporation is organized. The major
1 ity of the existing board shall constitute
quorum for the transaction of any business
at any meeting of the board of directors
Any director absent from the meeting may b.
represented by any other director. who ma,
/ cast the vote of the said absent director
according to the written instructions of saiS
absent director for that meeting.
Y Until the next general meeting to be helc
J under this charter on the first Monday o
4 April, 1919, or until their duly qualihet
r successors are elected and installed tn,
Board Of Directors shall be composed of Hun
ter c. Leake, Citizens Bank Bldg, New
4 Orleans, La, Ivy G. Kittredge, Hiberni;
D Bank Bldg, New Orleans, La; Abraham
: Goldberg, Hibernia Bank Bldg, New Orlean
! La. WIN. Pfaff ia Perdido ST., New Or
. leans, La; Lauren J. Bradley. corner CAM
and Common Sts., New Orleans, La.
: Joseph L. OnOrato, $50 Common ST., New Or
/, leans. La; Frank L. Levy, -Hibernia Banl
Bldg. New Orleans, La; Gustave De B
r Baldwin. corner Camp and Common SITS.
; New Orleans, La; and James J. Manson
ll3 Tchoupitoulas St., New Orleans, La.
4 with Hunter c. Leake. President; W.
; G. Kittredge, as Vice-President and Lau
! rem ]. Bradley, as Secretary and Treasurer
Article VI.-Whenever this corporation
shall be dissolved, from any cause, its af
5 fairs shall be liuuidated by three stock