The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-11
CHARTER.
AMENDMENT TO CHARTER kRAUSS
BROTHERS LUMBER COMPANY.


lana, Parish of Orleans, City of New Or
leans BE it known that on this 25th day
of the Month of November, in the year
one thousand, nine hundred and nine
teen, and of the Independence of the
United States of America the one hun
/ dred and forty fourth, before me, Eldon
! ). Lazarus, notary public, duly com
missiOned and qualified in and for the
| Parish of Orleans, State of Louisiana,
/ therein residing. aud in the presence of
the witnesses hereinafter named and IN
! derSigned, personally came and appeared
/ Marcel Krauss and Alexander Krauss,
| President and Secretary, respectively, of
| krauSs Brothers Lumber Company, a cor
! poratiOn created under the laws of the
| State of Louisiana by act before Herman
! Michel, late notary public for the Parish
of Orleans on April II. 1918, recorded in
Mortgage office book 1883, folio 452, and
/ amended by act before the same notary
passed on October Goth. 1915, recorded in
| Mortgage office book 1857 folio 63O and
again amended by act before the sans
notary passed on February 2S 1917, re-
corded in Mortgage office book 1906, folio
| 401.
! And the said appearprs acting in their
said capacities. and in behalf of said cor
pOratiOn, by virtue of the authority con-
ferred them by the stockholders of
said company on the 18th day of No
yember. 1919. as will more fully appear
by certified copy of the resolutions
adopted at the said meeting of stockhold-
crs, which is annexed hereto, declared that
IL general meeting of the stockholders
of the said KrauSs Brothers Lumber
Company was duly cOnveaed and held mt
the offices of said company in the City
of New Orleans on the 18th day of No
vember. 1919, for the purpose of con-
| sidering 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
/ said appearers to come before me, the I'M
J HarSi iona Inh tn nd
| embOdy in due legal form, the said action
of the stockholders. The said appearers
! accordingly further declared that they
have appeared before me- notary public,
under the authorization aforesaid. for the
| purpose of embodying in proper and au-
thentic form the action of the stockholders
in altering and amending Articles ~, V
and VI of the charter of said company. so
that said articles shall hereafter read and
he as follows
ARTICLE IV.-The capital stock of
this corporation is hereby fixed mt one
| million Isl 900 OO0OO) dollars consisting
of ten thousand shares of the par value
of one hundred (s1O000 dollars per share
which said capital stock shall be divided
as follows:
l. 800 10000 thereof consisting of 1000
shares shall be preferred stock, and
$500 10000 thereof, consisting of 5000
shares shall be common stock.
>. Said preferred stock, subject TO the
provisions and stipulations hereinafter set
two classes:
(aD $3.50. 10000, consisting of $500 shares
shall be designated as preferred stock.
Class "A and
90 $4,000 90 consisting of 800 shares.
shall be designated as preferred stock,
Glass "B.
3. All of said preferred stock, both
Class a. and Class "B" shall be en-
titled by preference and priority over all
of said common stock to dividends in each
and every year at the rate of seven per
cent per annum, payable out of the profits
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 annum, ana
no dividend shall be paid on. or set aside
for, the common stock until all the divl-
dends on the preferred stock shall have
been fully paid In the event of the dis
solution or liquidation of the corporation,
, or of any distribution of the assets of the
. corporation for any reason whatsoever the
! par value of all preferred stock, legally
,, issued and outstanding. shall be paid to
the holders thereof in full with the IN
paid dividends and accrued interest there
, on at the rate of six 90 per cent per
: annum before any payment shall be set
aside for. or made to, the holders of the
common stock.
4. The only distinction between preferred
stock Glass a. and preferred stock Class
'.B' shall be that for five years after Its
, issuance preferred stock Glass "B" shall
! be convertible into common STOCK OF the
' company Gf at the time there be any
unissued common stock in the treasury
I, of the company mt the then book value
of the common stock; such conversion 70
be at the pleasure of the holder OF said
i preferred stock Class "B" mt the END oil
any fiscal wear. Upon such conversion
q the converted stock shall be entitled T.
share in the dividends earned or paid
thereon only for the ensuing year th'
) holder of said stock being entitled to th'
! dividends thereon as preferred stock vi
e to the date of such conversion. Except fol
1 this conversion privilege, there shall b'
i no distinction whatsoever between pre-
, ferred stock Class "A" and preferred stoci
Class "B," and wherever else in TIM
: charter reference shall be made to pre-
ferred stock, it shall be construed Il
II mean without discrimination, the sun
II total of the Glass "A" and Class "B pre-
d ferred stock.
: at $4,000 per share at the end OF an.
fiscal year out of the net earnings or sur
- plus of the company. but such retlremeh
a | shall be left entirely to the discretion
= | the Board of Directors of the company
n | who shall give at least three months pre-
A vious written notice of such INTENDED re
tirement The method of such retiremen
= shall also be left to the discretion or TN
!. Roard of Directors but no retirement o
= the preferred stock Class "B' shall
- effected until after the lapse of the con
20 version privilege on that particular stoci
Il as set forth in paragraph four "a OF Uni
10 article. a.
,e 8. The preferred stock Glass "A" and tn
nreferred stock Glass "B" and the commo
stock shall all have equal voting power
N that Is. the holders thereof SHAH De en-
s. titled at all meetings of the stockhoider
~ of the company to one vote Tor each shaf
E Of stock held by them.
q Z. All or any portion of the preferre
=, stock that is retired may be reissued
re the BOARD of Directors to such person Q
e. persons as said Board of Directors sna
determine for not less than par. and sal
stock when so reissued shall have all IN
same rights and privileges and shall Z
subjecf to all the same terms ana COZ
ditions as the original stock; provide
that none of the preferred stock Gas
sR" after being retired may be REISSUE
axcept as preferred stock Glass "a"
& No transfer of stock shall be bln'
:. ing upon this corporation except Wne
- made upon its books by the SURRENDER
-, the outstanding certificate and It's prop
az endorsement by the owner or ms uu
y constituted agent or attorney In Iact, al
=. M transfer of stock shall IN any eve
~ be made until the owner Thereon sns
ho have shown a compliante with provision
of Article vi of this charter as mere
amended.
"ARTICLE v.-All the corporate po'
ers of this corporation shall De vest'
in and exercised by, Board OF Dlreclo
to be composed Of not less than Iour