The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-27
CHARTER.

1 ufacturinp CO. Inc" and under this
name it shall have succession for PERIOD
of ninety mine years from this date ana
| shall have and enjoy all the rights anu
privileges granted by law to corporations:
| it shall have power to contract, sue ana
be sued in its corporate name, TO make
and use corporate seal, and the same to
| break or alter at pleasure; TO nave, hoid,
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
and employees as may be required; to
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 domicie of this cor
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 d.
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 $500. 000) =,
| par value of one hundred dollars $500
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
ditiOns as the Board of Directors may de-
termine; all stock when issued shall be
fully paid and non assessable; 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 t$300,000) when author
lied at 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 whith is
preferred stock shall be one hundred thou
sand dollars ($100O00), represented by one
thousand 0,0O0) shares of the par value
of one hundred dollars each. The pre-
ferred stock shall be entitled to a fixed
dividend of eight Isl 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
the corporation may retire all or any part
of said preferred stock by giving the par
value thereof plus a premium of five Is,
per cent thereof. Not less than five pei
cent of said stock may be retired within
hve years from the date Of issue and five
per cent thereof may be retired each wear
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 majority in amount of said
preferred stock, the preferred stockhold-
ers shall call special meeting of said
preferred stockholders for the purpose OF
elect1ng three members as Board of Di.
fectors OF 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 !
term OF one year, or until their successors
shall be elected, and thereafter said di.
rectors to be chosen by the preferred
stockholders shall be elected annually
provided that they shall cease to hold
once If default in dividend payments
snail cease; provided however. il default
IN payments of dividends shall be due ia
generai panic or general financial or in
dustrfal suspensions or war this right r.
elect directors shall not be exercised.
All retirements of preferred stock shall
be by lot: all dividends on the preferran
stock shall be payable at a bank to ba
designated by the Board of Directors and
the FUNDS therefor shall be deposited in
sald bank prior to dividend maturities
stock until the preferred stock diyidenGs
are paid. ue"us
Inc holders or owners Of the said pre.
Iesred STOCK shall have no right to hold
once IN this corporation or to vote for
questions before stockholders meetings
except In the event of default in DIVIDEND
payments as above provided for
common Stock--The portion of the can
t ttai STOCK which is common stock shall bt
the sum of one hundred thousand dollar ~
$i00oOOl, represented by one Thousand
tl0OO) shares of the par value of one HIM
bred dollars ($1OO) each.
If all of the preferred stock ia retired
s shen tne capital stock of this corporation
the common stock, and the holders tber us
OF shall then have full control and man.
agement OF the affairs of this Corporation
rms corporation shall engage in bust
ueoS wneh nIty per cent of the capita
stock mas been subscribed for and fift,
per cent or the amount subscribed for he,
ARTICLE Vail the corporate nover
oI THIS company shall be vested in and tb,
management and control of its affajr,
shaIi pc exercised by a board of not les
lnan three nor more than five djrector,
VINO snail be stockholders; two memher
e VI sald board shall constitute a nnornn
Ior the transaction of business. Tho AZ
,ectors snail be elected annually NV bai
. LOT on the first Monday in the month y
, January in each year; each stockho1do
snali De entitled in person or by proxv :.
vote Tor every share of stock owned h,
nI1, ana all elections shall be held unde
, sucn ruies and regulations as NAV no do
: sermlned by the Board of Directors afte,
nIteen Gays written notice by mail IN cool
stocKnolder, addressed to his last Ino,r,
auuress. The directors thus elected cboI
continue In Office for one wear. or mt;
tnelr successors shall have been dnI,
e,ected and qualified, and no faiIura :!
eject shall be regarded as a forfa;tnra y y
tnis charter; any vacancies occnrr;nn ~ ~
sald board shall be filled by tbe ren a ~; w
ang directors for the unexpired term an
sald board shall likewise elect addit;o on.
mpers to said board i'm case tha,
snouId deem 1t advisable to Increase ~,
NUMBER of said board: said hoard shaT
at ITS first meeting after its eIectinu r nna,
mate out of its number Presidant Vin .
vice President and a Secretarv-Tre en- ro-
SAID board may divide the Office of Socra
, tary-Treasurer, and elect a Secretary NH
heed not be q director: anv diroofor -,