The herald., 1919-12-18
CHARTER.

| ferred on them by the stockholders of
! said company on the nth day of No
Eember, 1919. as will more fully appear
by a certified copy of the resolutions
adopted NJ the said meeting of StOCkhOld-
"rS, Which is annexed hereto, declared that
general meeting of the stockholders
OF the said krausS Brothers Lumber
company was duly COnNvncd and held at
the offices of said company in the CITY
OF New Orleans on the 18th day of No
Vemher, 1919, for the purpose of con
Nldtrlng the making of certain changes
and amendments TO the charter of said
company, that at said meeting the said
stockholders unanimously voted to amend
the charter thereof and to authorize the
Sald appearerS To come before me-, the uu-
dcr>lGncd notary public to preserve ana
cuhody III due legal form the said action
OF the stockholders. The said apprarrr>
accordingly further declared thar they
have appeared before me notary publir.
under tn" authorization aforesaid for the
purpose of cmhodyi ing in proper and au-
thentic form the action of the stockholders
IN altering and amending Articles N. \
ana VI of the charter of said company. so
lhat said articles shah hereafter read and
Ice Is follows:
ARTICLE IV.-The capital stock of
this corporation is hereby fixed az on,
million tSlUOouuOuOl dollars. CONSISTING
81 ten thousand shares of the par Nulu
of one hundred tSlOOeD dollars per share.
which said capital stock shall be divided
as follows:
l. SiOOO0o00 thereof consisting of 400,
shares shall hc preferred stock. and
SGooUooO0 thereof. consisting of 600,
shares shall be common stock.
= said preferred stock. subject to the
Provisions ana StipuiatiouS hereinafter set
forth. sH.ll b" divided into the following
two classes:
Cal $&5O,ooooo consisting of $500 shares
shall hr designated as preferred stock
Class "a" ana
90 >50000.10. consisting of 800 shares
shall be designated as preferred stock
Class T."
;. MI of said preferred stock, bou
class a. and Class II" shall be cn
titled by preference ami priority over al
OF said common stock TO dividends in cacl
aud every year at the rate of seven pei
cent per annum, payable out of the profit.
or earned surplus, semi-annually on Feb
rurary LIST and August LIST Of each year
said dividends shall be cumulative but
limited to seven per cent per aunum, ant
no dividend shall be paid on. or set aSid,
for, the common stock until all the divi
dendS on the preferred stock shall hav,
been fully paid. In the event of the dis
solution or liquidation of the CORPORATION
or of any distribution of the assets of tn
corporation for any reason Whatsoever tn,
par value of all preferred stock IrgalI1
issued and outstanding. shall be paid l,
the holders thereof in full with the nm
paid dividends and accrued interest there
on at the rate of six 90 per cent pc
annum before any payment shall be sci
aside for, or made to, the holders of thu
common stock.
T. The only distinction between preferre,
stock Class "A" and preferred stock ClaS
"B" shall be that for five years after il
issuance, preferred stock Class Ii" shall
be convertible into common stock of tn,
company (if at the time there be an,
uniSSued common stock in the treaSur1
a al hau Lnn Il,
of the common stock; such conversion I,
be mt the pleasure of the holder of sal,
preferred stock Class b at the end O
any fiscal year. Upon such conversion
the converted stock shall be entitled I,
share in the dividends earned or PAL,
thereon only for the ensuing year, tn,
holder of said stock being entitled to tn,
dividends thereon as preferred stock III
to the date Of such conversion. Except 70
this conversion privilege, there shall b.
no distinction whatsoever between pre-
ferred stock Class "A" and preferred stoci
Class B. and wherever else in thi
charter reference shall be made to pre-
ferred stock, it shall be construed L
mean, without discrimination, the sun
total of the Class a. and Class Ii" pre-
ferred stock.
>. Said preferred stock may he retired
at $4,000 per share at the end of am
fiscal year out of the net earnings or sur
plus of the company, but such retirement
shall be left entirely to the discretion q
the Board of Directors of the company
who shall give at least three months pre-.
viOus written notice of such intended re
tirement. The method of such retirement
shall also be left to the discretion of the
Board of Directors. but no retirement OF
the preferred stock Glass "B" shall b,
effected until after the lapse of the con
version privilege on that particular stock
as set forth in paragraph four a. of this
article.
q. The preferred stock Glass "A" and tn,
preferred stock Glass "B' and the common
stock shall all have equal voting power
that is, the holders thereof shall be en-
titled at all meetings of the stockholders
of the company to one vote for each share
Of stock held by them.
I. All or any portion of the preferred
stock that is retired may be reisSued BY
the Board of Directors to such person or
persons as said Board of Directors shal
determine for not less than par, and sait
stock when so reissued shall have all the
same rights and privileges and shall be
subject to all the same terms and con
ditiOns as the original stock; provided
that none of the preferred stock Glass
''B' after being retired may be reissued
except as preferred stock Class "a"
3. No transfer of stock shall be bind
ing upon this corporation except w''r
made upon its books by the surrender Z
the outstanding certificate and its pro ~
endorsement by the owner or his dul,
constituted agent or attorney in fact, and
be made until the owner thereof shall
have shown cOmpliante with provisions
of Article VI of this charter, as herein
amended.
ARTICLE V.-All the corporate pow
ers of this corporation shall be vested
in, and exercised by, a Board of Directors
to be composed of not less than four nor
more than nine stockholders. When
there is an even number of directors, one
half of the Board shall be composed Of
preferred and the other half of common
stockholders. when there is an uneven
number of directors, the majority shall
be composed of preferred stockholders.
In the event that the Board of Directors
consists of an even number of stock
holders, then the preferred stockholders
shall nevertheless be entitled to have a
whenever the dividends on said preferred
stock as hereinabove provided, shall be
come in arrears. Whenever the preferred |
stock shall have all been retired. then
the Board of Directors shall consist en-
tirely of common stockholders. The di |
rectors of the company may attend meet |
ings of the Board of Directors either in
person or through their duly constituted |
proxies.
All elections for directors shall be by |
ballot and conducted at the office of the /
said corporation at such hours and under |
such conditions as the Board of Directors |
shall prescribe. Every stakeholder shall |
be entitled to vote in person or by proxy, /
and the majority of votes cast shall elect. !
The meeting of stockholders for the cleo |
ton of directors shall be held annually !
on the second Monday in February, be /