The herald., 1919-05-01
CHARTERS.


payable monthly, or quarterly, or yearly a
the Board of Directors may decide. TIL
dividends on the peferred stock shall b
cumulative, and shall be payable befor
any dividend the common stock shall b.
paid set apart; so that, if in any yea
dividends amounting to twelve per centuu
shall not have been paid said preferred
stock, the deficiency shall be payable before
any dividends shall be pad on or set aPar
for the common stock. Whenever all cumua
tive dividends on the preferred stock for
all previous years shall have been declared
and shall have become payable. and the ac-
crued dividends for the current year shall
have been declared and the company shall
have paid such cumulative dividends for
previous years, and such accrued dividends
or shall have set aside from its surplus or
net profits a sum sufficient for the payment
thereof, the Board Of Directors may declare
dividends on the common stock, payable then
| or thereafter, out of any remaining surplus
or net profits. In the event of any liqui
dation dissolution winding up (whether
voluntary or Involuntary of the corporation,
the holders of the preferred stock shall be
entitled to be paid and receive, in full,
both the par amount of their shares and the
unpaid dividends accrued thereon, the re-
naming assets and funds shall be divided
and paid TO the holders of the common stock
IprOportionately, according to their respec-
tive shares. The capital stock of this cor
poration may be increased to One Hundred
Thousand Dollars t$lOO0OOO. No transfer
of the stock of this corporation shall be ad-
mitted held valid or binding. SO far as
the corporation is concerned, unless made
upon its books. This corporation may.
and il hereby reserves the right. to purchase
redeem retire and cancel any and all or all
of the then outstanding preferred stock OF
the corporation at any time after January
lst, 1920, in such amounts from time to time
and in such manner the Board of Direc-
tors may determine, by paying to the re-
spective holders of the stock retired, or
Z II
at the office of this corporation, a sum or
sums equal to the par value of the preferred
stock so retired plus five per cent Of the
value thereof, together with all accumulated
and unpaid dividends thereon, if any. In
case of such deposit written notice thereof
! shall forthwith be given to the respective
| holders of the stock 50 retired, redeemed,
purchased, or cancelled, by mailing such
notice to such holders at their last known
place of business residence, and as if
| shown by the corporate records.
! ARTICLE N.-No stakeholder shall ever
| be held personally liable for the faults or
! contracts OF this corporation in any fur
. Their sum than the unpaid balance due to
! the corporation the shares OF stock owned
or subscribed for by him. nor shall any
mere informality in this act OF Incorporation
have the effect OF rendering il null, or Of
exposing any stakeholder to any personal
liability beyond the unpaid balance due for
his stock.
/ ARTICLE VI.-All the corporate powers Of
/ this corporation. not reserved by law to the
stockholders. shall be vested in and exer-
/ ciSed by a Board OF Directors to be COM
posed of not less than three nor more than
five stockholders holding common stock; a
| majority OF said directors shall constitute a
! quorum to transact business. The directors
| shall be elected annually by ballot by the
! holders of the common stock, at a meeting
convened for that purpose after fifteen days
written notice to each stakeholder mailed
to his last address shown on the books of
the corporation. The preferred stock shall
have no voting power.
The directors at their first meeting and at
each annual meeting thereafter shall elect
from their number a President. a Vice PreSi-
dent, Secretary and a Treasurer, which
last two named offices. however. may ne
combined at the pleasure OF the Board. The
annual meeting for the election of directors
shall he held on the third Tuesday in
March Of each year. and until the meeting
to be held in 1920 the following shall serve
as directors Of this corporation. to-wt:
Charles W Riegger whose Post Office ad-
dress is No. 1887 Canal St, New Orleans. La:
Herbert W. WagueSpaCk. whose Post Office
address is Whitney Central National Bank
Bldg, New Orleans. La: James C. Meme
fee, whose Post Office address is 400 Weis
Building. New Orleans. La; !. L. Warren
! Woodvile. whose Post Office address is 1917
MaiSOn Blanche Building, New Orleans La. :
William T. Goats, whose Post Office address
is New Orleans, La. The failure TO elect
o
not dissolve effect the corporation. nor
| impair its management in any respect, but
the directors in office shall remain in office
until their successors are elected and quail
fed. Any vacancies occurring on said Board
shall be filled from the other stockholders
of common stock for the unexpired term by
the remaining directors
ARTICLE Widths act Of Incorporation
may be modified, changed or altered by the
vote of two-thirds of the stock of this cor
~ he ctNr t,n1I
duly called for that purpose, provided. how
ever, that the objects and purposes of in
corporation shall not be changed and the
capital stock shall not he increased to more
than the maximum herein provided for nor
decreased to amount less than the cor
porate Indebtedness. A change in objects
and purposes may, however, be voted by all
common stock heretofore issued. and an in
crease OF the capital stock in excess of the
amount herein named as the to which
the capital may be increased, may be made
by three fourths of its outstanding stock
ARTICLE NIII.-Whenever this corporation
is dissolved. by liquidation or otherwise, its
affairs shall be liquidated by two commits
sioners elected from among the holders Of
common stock at a general meeting of the
stockholders of said common stock convened
for that purpose, after ten days previous
notice mailed to each stakeholder to his last
of the corporation. The said liquidating
commissioners shall remain in office until
the affairs of the corporation shall have
been finally settled and liquidated. and
they shall have power TO receive all the as
sets of the corporation and to d stribute the
proceeds, if any; and in case Of any vacancy
among the number of said commissioners,
due TO any reason whatsoever. the said va
cancy shall be filled by the remaining COM
missioner from among the holders of common
stock
ARTICLE IX-Each on the subscribers
hereto has written after his name the kind
and number of shares of stock subscribed
for by him, that this act of Incorporation
may also serve as the original subscription
list of the corporation; and each of said sub
scribers has also written after his name
his post office address: the whole in con-
formity with the provisions of Act No. 267
of the General Assembly of the State of
Louisiana. for the year 1914, hereinabove
referred to-
Thus done and passed, at my office in this
City, the day, month and year first above
written, in the presence of Alphonse Coutin
Jr., and Noel Virgets, competent witnesses
residing in this City, who hereunto signed
their names with the said subscribers and
me, Notary, after due reading of the whole
Witnesses: A. Coutin, Jr, Noel Virgets
Original Signed Omitted for publica-
tom
CHAS. ]. RIVET,
Notary Public
I, the undersigned. Recorder of Mortgages
in and for the Parish of Orleans. State of
Louisiana, do hereby certify that the above
and foregoing Act of Incorporation of the
Farm and Industrial Implement Co., Inc.
was this day duly recorded in my Office, in
Book 1928, Folio 327.
New Orleans. April 9Th. 1919