The herald., 1919-08-14

on this 9th day Of the month Of August. in
/ the year 1919. before me, Jacob d. Dresner,
! a Notary Public, duly commissioned and
! qualified in and for the Parish of Orleans,
! State Of Louisiana, and in the presence OF
| the witnesses hereinafter named and under
/ signed. personally came and appeared; the
| several persons whose names are subscribed,
severally declared that they all of lawful
| age and that avaling themselves OF the
| privileges OF the statutes and laws Of the
| State Of Louisiana. relative to the formation
| of corporations. and particularly Act No. 2o7
OF the session OF the General Assembly OF
| the State of Louisiana, OF 1914, they have
covenanted and agreed and do by these
! presents covenant and agree and bind and
obligate themselves. well as all such per
| sons as may hereafter become associated
with them, to form and constitute a body
corporate and polite in law, Tor the objects
| and purposes. and under the stipulatons and
/ provisions following, to-wit:
| ARTICLE 1.-The name and title OF this
corporation shall be George Dendlnger Lum-
| Der Company, Inc. and under that name
/ shall have and enjoy all the rights, prIvl-
! leges, and advantages granted by law to cor
poratons, and slnll have the power and au-
| thority to enjoy succession and corporate cN-
! iStenCe for and during the period OF ninety
/ nine C99l years from the date hereof, unless
| sooner dissolved in the manner hereinafter
! provided for. Said corporation shall have
| power and authority 70 contract, to sue and
| be sued, 70 make and a corporate seal.
and the same to break, alter or amend at
! pleasure, TO hold, receive, purchase. convey.
| deliver, mortgage. hypothecate, and pledge
any property, real or personal. and to issue
| notes and other obligations. negotiable in
struments. or other evidences Of debt; to have
| and employ such managers, agents and other
| employees as the interest and convenience
| OF said corporation may require or demand.
/ and to make and establish such bylaws. rules
| and regulations for the corporate management
| and control Of its affairs as may be deemed
| necessary and expedient
| ARTICLE 1.-THE objects and purposes
! for which this corporation is created are
! hereby declared to me the buying, selling.
manufacturing, and exporting of lumber and
other goods, and to own, buy, build. operate.
| lease, or sell, wharves, piers, tramways.
| ships, and other means Of transportation;
| saw mills, establish agencies, and generally
| to do any and all things and acts whatsoever
and necessary, incidental to, connected with
| or relating to the aforesaid business.
| ARTICLE IIl.-The capital stock of this
corporation is hereby fixed at Fifty Thou
| sand (S50,O0OO Dollars divided into or
represented by five hundred $500 shares of
the par value of $1,000 each, of which twenty
! five thousand (S25OOO) Dollars or two hun
| dred and fifty (250 shares of said stock
! shall be preferred stock and S25.OOOOO or two
| hundred and fifty (250) shares shall be com
mon stock. The preferred stock that will
be issued shall be paid a dividend of seven
! U1ol per cent per annum, out OF the profit
| OF the said corporation before the common
All earnings in excess of seven (7ob) per
cent shall be participated in only by the com
mon stock. The directors of the corporation
shall have the right to retire on ten days Cl0J
notice to the holder holders the preferred
| stock any part thereof by paying such
holder or holders par value. plus interest at
the rate Of seven GG6) per cent from date
of issue il retired before dividend period
or with 7 per cent interest from the date
of the last dividend period. If at any divi-
Jap1 eric The of lent
TO declare a seven ga per cent per an
mum dividend on the preferred stock then
said preferred stock shall be entitled to
ceive out of future earnings such additional
amount as will total dividend of seven
that was less than seven dgo) per cent.
Upon the retiring OF the preferred stock
or any part thereof the directors shall have
the right to increase what is now the common
stock by the number of shares of preferred
stock that have been retired. All stock when
issued shall be paid for in cash property
or in the equivalent thereof. No certifN.
shall have been paid for. The stock shall
be evidenced by certificates issued and sign
ed by the president and secretary. All shares
of stock shall be issued as full paid and non
assessable and no transfer of stock shall be
binding on said corporation, unless recorded
on its books.
No stakeholder of said corporation shall
sell his stock to any person not already
sale during period of thirty DAYS to the
then stockholders of the corporation at its
book value, and any transfer of stock made
IN violation OF this provision shall not be
recognized by the corporation. The captaf
stock of this corporation may be increased
to One Hundred Thousand (Sl00O00OO) Dor
lars of which not more than fifty (5g05) per
cent may be preferred stock. and which pre-
ferred stock shall be subject to retirement,
and the common stock subject to CORES pond-
ing increase the same basis as hereinbe-
fore provided for, under the capitalization OF
S50,O0OOO, and by vote of twothirds q ~
OF all OF the issued stock of this corporation.
at a special meeting called for that purpose
after fifteen Q5 days notice of such meeting
shall have been given in person or by mail
TO each stakeholder.
In case of absence, sickness, or other dis
ability to act, each stakeholder shall have
the right TO appoint a stakeholder as proxy
to represent him. who shall have the rights
and powers of his constituent, or he may
send his vote by letter, the signature of
which must be acknowledged before notary
public or other officer authorized to take
affidavits. This corporation shall be a 60
ing concern as soon as twenty-five Thou
sand tS250O0.O0 Dollars of its capital stock
as been subscribed heTeinabove provided
ARTICLE IV.-The domicile of this cor
poration shall be in the City of New Or
leans, Parish of Orleans, State of Louisiana.
and all citation other legal process shall
be served upon the president, and in his alb
sence, as the law directs.
ARTICLE Vail of the powers of this
| corporation shall be vested in, and the
| agement and control of its affairs shall be
exercised by board of directors. to be COM
posed of not less than three CD more
than five 81, Majority of whom shall con-
sttute quorum for the transaction of the
business of the corporation, each of whom
shall own in his own right, during the term
| OF his office, at least one full paid and I'M
pledged share of the capital stock of this
| corporation. The first board OF directors OF
| this corporation shall be composed OF
George Dendinger, Theodore Dendinger, Jr.,
and George T. Wayne. The officers of the
first board of directors shall be George Den
! dinger. President; Theodode Dendinger, Jr.
Vice. President, and George T. Wayne, Sec
rotary Treasurer. The said first board Of
directors and the said officers above named
shall serve and remain in office until the
Second Monday in July, 1920, which day
and annually thereafter the board of direc
tors shall be elected by the stockholders a
meeting called for that purpose. All di
-ectors and officers shall hold office unit
their successors are elected and qualified and
any failure 10 elect directors shall not b
regarded as a forfeiture of this charter. II
ell of directors zach common stock