The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-11
CHARTER.

9facturing Co., Inc.," and under this
| name 1t shall have succession for a period
of ninety nine years from this date and
shall have and enjoy all the rights and
privileges granted by law to corporations
1t shall have power to contract, sue and
be sued in its corporate name, to make
and use corporate seal, and the same to
break or alter at pleasure; to have, hold,
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 domiciIe Of this cor
poratlon 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 for
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 di.
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 5000 OOO)
divided into two thousand shares of the
par value of one hundred dollars (S1OO
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 con-
ditions as the Board of Directors NAV de-
termlne: all stock when issued shall be
fully paid and non assessable: no trans
Ter OF stock shall be binding upon the cor
pOrati0n 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 NAV he
increased TO the amount of three hundred
thousand dollars $500, 0O0) when author
ized mt meeting of the stockholders to
be held in conformity with law.
The capital stock of this CORPORATION
snail consist of two separate classes COM
mon and preferred stock.
Preferred Stock--The portion which is
preferred stock shall be one huldred thou
sand dollars lSlOOOOO). represented by one
Thousand 1000 shares of the mar vaIne
of one hundred dollars each. The nra-
ferred stock shall be entitled to fixed
dividend of eight (S) per cent per annum
PAYABLE quarterly on the first day Of Jan
year, which dividend on such preferred
stock shall be paid before any dividend
Whatever shall be paid on the common
siocE. This corporation shall have the
right TO retire all or any part of the said
Preierreu STOCK at any interest PAYMENT
period by giving sixty days notice and INV
paying the face value thereof, plus a prc
MUM of one % per cent for each wear or
part OF year that said stock has been
m ti-a
OF the issue of said stock and thereafter
me corporation may retire all or any mart
OF SAID preferred stock by giving the mar
NaIue tnereof plus premium of five (5I
per cent thereof. Not less than five per
cent OF said stock NAV be retired within
hVe years from the date of issue and fva
per cent thereof may be retired each vear
thereafter until all of said stock is retired
In the event that the quarterly diyi-
d dends are nor promptly paid at any divi-
uehu maturity and remain unpaid after
ninety days. then upon the written do
Iland OF a majority in amount of said
preferred stock, the preferred stockboId-
80 snai can special meeting of said
pILe.erred stockholders for the purpose of
erecting three members as a Board Of nj
rtctors OF this corporation, who shall be-
gin at once the performance of their Jn-
,aeS as directors and shall have all the
power and authority of directors of this
corporation and shall hold Office for
term or one year, or until their succassors
shalI be elected, and thereafter said d.
Itoo1rs TO De chosen by the preferred
provided that they shall cease to bnii
once If default in dividend naymaots
shall cease; provided, however. If dafon1t
~ ~ payments of dividends shall be dine to
suneraI panic or general financial or in
1ustrfal suspensions or war this r;oh. N
rect directors shall not be exercised
All retirements of preferred STOCK sb.,
" 1y lot all dividends on the preferrao |
S.ock snail be payable at a bank to ba
he ig fnndS by the Board of Directors and
~ s, iunuS therefor shall be deposited in
,aiu bank prior to dividend matnrit;aS
NO dividends shall be paid on the Commas
slock until the preferred stock dividanJs
ire paid. u'iuehds
rorr nS noIders or owners of the said pre-
erred stock shall have no right 70 bnIs
olnce in this corporation or 70 80 heau
,incers or directors of same or tn vote on |
iueslions before stockholders meetinos
aacept IN the event of default in diyidenc |
pay mehts as above provided for.
10 o n Stock-The portion of the can
tal stock which is common stock shall bo
!, ne eo sum of one hundred Thousand dnI,ops
= lVO.VO0l, represented by one tbonsnnS
lVo) shares of the par value of one bnni
ired dollars ($1OO) each. Hun-
d, III an of the preferred stock IL ret;ros
shall conS iaPitsl stock of this corporation
. .h"ii eohslst OF the amount represente6 NV
=, ne common stock, and the holders there,
- snail then have full control and man
oi the afairs of this corporation |
rms corporation shall engage in hus;
80, wnen nfty per cent of the canita1
,.oeh mas Deen subscribed for and fiftx
been paid in, ''iioeu Ior mas |
=. a.hhIlCLE V-Al the corporate now.rs
u THIS company shall be vested in and ths
itaI al, semeht and control of IT'S aFroi
'hani De exercised by a board of NOT las |
, Ian Lhree nor more than five directo.S
" y no s1aii De stockholders; two memhors
or th BOARD shall constitute a ouornm
'ectors shall be elected annnaI1v Inv me di-
OF on the first Monday in the mon,h 'a ne
'b auaTy IN each year; each stockboIdo.
man De entitled in person or by nroyr 81
we ior every share of stock Owned ~
I'M, ana all elections shall be held undcy
Ill ruies ana regulations as NAV no Jo
if ,nnn Dy the Board of Directors after
tocLh I!s written notice by mail TO each
'dS raso ri addressed to his last known
t in Office for one wear or snail small
III successors shall have been dnIv
100 ana qualified, and no failure ~
h re- shaIi De regarded as a forfeiture ~
niS Snarter; any vacancies occurrinc on
n ada Poard shall be filled by the reB., I'm
a; uLrectors Tor the unexpired term ia |
oamh oaru snail likewise elect additionai
bonid 70 SAID board in case tbax
mouLu ueem 1t advisable to increase ~ |
lumber of said board; said hoard e the
= us nrst meeting after its election n nnah
,;a OUT or Its number President
~. resident and a Secretary-Treasnrar
a a.u BOARD may divide the Office of Sacra'
treasurer, and elect a Secreta ~ Nh
ficar ne director; any director or