The herald., 1919-11-13
CHARTER.


afacturing Co., me-" and under this
name it shall have succession for period
of ninety nine years from this date and
shall have and enjoy all the rights ana
privileges granted by law to corporations
1t shall have power to contract sue and
be sued in it's corporate name, to make
and use corporate seal, and the same to
break or alter at pleasure; to have, hold,
receive, acquire, purchase, convey, mort
gage, hypothecate or pledge property both
real and personal: to issue bonds, notes
and other obligations: to have, employ
and appoint such directors. officers, agents
make such bylaws. rules and regulations
as may be deemed proper and requisite
for the management of the corporation
and the control of its affairs.
ARTICLE 1.-THE domicile of this corr
poratiOn shall be in the City of New Or
leans, State of Louisiana, and all citation
and other legal process shall be served
on the President, and in his absence on
the Secretary of the company.
ARTICLE III-The objects and pur-
poses for which this corporation is form
ed and the nature of the business to be
carried on by it are hereby declared to be
to manufacture, buy, sell and deal in roof
ing and roofing materials; to do a general
contracting business for roofing and fol
the use and application of same, and to
engage in any other manufacturing, in
dustrial, commercial or mercantile bust
ness in which said corporation or the di-
rectOrs thereof may desire to embark, and
generally to do and perform any and all
things connected with or incidental to the
purposes of said company.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
two hundred thousand dollars ($200000)
divided into two thousand shares of the
par value of one hundred dollars (S100)
each; all stock subscribed for shall be is.
sued for cash or its equivalent or for
labor done or property received, and I'M
der such regulations and terms and con-
ditiOns as the Board of Directors may de-
termine; all stock when issued shall be
fully paid and worcestershire; no trans
fer of stock shall be binding upon the cor
pOration unless made upon its books; and
all certificates of stock shall be signed by
the President and the Secretary. The
capital stock of this corporation may be
increased to the amount of three hundred
thousand dollars (S3O0000) when author
lied ut a meeting of the stockholders to
be held in conformity with law.
The capital stock of this corporation
shall consist of two separate classes, COM
mon and preferred stock.
Preferred Stock-The portion which is
preferred stock. shall be one hundred thou
sand dollars (S100000), represented by one
Thousand 1,OOO) shares of the par value
of one hundred dollars each. The pre-
ferred stock shall be entitled to a fixed
dividend of eight (S) per cent per annum
payable quarterly on the first day of Jan
uary, April, July and October of each
year, which dividend on such preferred
stock shall be paid before any dividend
whatever shall be paid on the common
stock. This corporation shall have the
right to retire all or any part of the said
preferred stock at any interest payment
period by giving sixty days notice and by
paying the face value thereof, plus a pre-
MUM of one % per cent for each year or
part of year that said stock has been
outstanding up to five years from the date
of the issue of said stock and thereafter
or said preferred stock by giving the par
value thereof plus a premium of five (5J
per cent thereof. Not less than five per
cent of said stock may be retired within
hve years from the date of issue and five
per cent thereof may be retired each year
thereafter until all of said stock is retired
In the event that the quarterly divi-
dends are not promptly paid at any divi-
dend maturity and remain unpaid after
ninety days. then upon the written de-
mand of a majority in amount of said
preferred stock, the preferred stockhold-
ers shall call special meeting of said
preferred stockholders for the purpose of
electing three members as a Board of Di-
rectors or this corporation, who shall be-
gin at once the performance of their du-
ties as directors and shall have all the
power and authority of directors of this
corporation and shall hold Office for a
successors
shall be elected, and thereafter said d.
rectors to be chosen by the preferred
stockholders shall be elected ANNUALLY.
provided that they shall cease to hold
shall cease: provided, however. If defauIt
IN payments of dividends shall be due TO
general panic or general financial or in
dustrlai suspensions or war; this right to
eject directors shall not be exercised.
All retirements of preferred stock shall
stock shall be payable at a bank TO he
designated by the Board of Directors and
the funds therefor shall be deposited in
Sald bank prior to dividend maturities.
NO ulVluends shall be paid on the common
STOCK until the preferred stock dividends
are paid.
The holders or owners of the said nre
ferred stock shall have no right TO hold
ONCE in this corporation or to vote for
o oLicefs or directors of same, or to vote on
questions before stockholders meetings
except in the event of default in dividend
payments as above provided for
common Stock-The portion Of the can
ltal stock which is common stock shall he
me sum of one hundred thousand dollars
Si ooo represented by one thousand
Q,oO0) shares of the par value of one hun
bred dollars ($100) EACH
If all of the preferred stock is retired
tnen the capital stock of this corpOratiOn
shail consist of the amount represented nv
tne common stock, and the holders there
OF snail then have full control and man
agement of the affairs of this Corporation
This corporation shall engage in busi-
ness when fifty per cent of the canita,
STOCK has been subscribed for and fiftv
per cent of the amount subscribed for has
been paid in. AVA mas
ARTICLE V-An the corporate powers
OF TINS company shall be vested in and tbe
mana gement and control of its affairs
snaIl pc exercised by a board of not less
IMAM three nor more than five directors
VINO shaii be stockholders: two members
Oh SAID board shall constitute a quorum
Ior the transaction of business. The di-
Iectors snail be elected annually byi hal
lou on the first Monday in the month of
January IN each year; each stakeholder
shdli De emitted in person or by proxy to
vote Tor every share of stock owned NV
nlII,, ana all elections shall be held under
suen rules and regulations as may be de-
seermlhed by the Board of Directors after
niteen days written notice by mail To each
stakeholder, addressed to his last Gnn,rn
ADDRESS. The directors thus elected shall
continue in Office for one wear or nntii
tnelr successors shall have been duIv
erected and qualified, and no failure ~
elect shall be regarded as a forfeitnre of
TINS charter; any vacancies occurrino on
SAID BOARD shall be filled by the ramo;n-
ing directors for the unexpired term ana
SAID board shall likewise elect additiona J
members to said board in case the,
should deem 1t advisable to increase az.
n u. or said board; said board shall
az JUS nrst meeting after its election nom,
ulaIe out of its number a D,n.;5a.. m