The herald., 1919-11-06
CHARTER.

corporation shall be The Shelicote man
ufacturing Co, Inc.," and under this
name it shall have succession for period
of ninety nine years from this date and
shall have and enjoy all the rights and
privileges granted by law to corporations
it shall have power to contract, sue and
be sued in it's corporate name, to make
and use a 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
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 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 $500, 000)
divided into two thousand shares of the
par value of one hundred dollars (S1O0)
each; all stock subscribed for shall be is.
nd fnr oh rival .aT1f Co
labor done or property received, and I'M
der such regulations and terms and con-
ditions as the Board of Directors may de-
termine; all stock when issued shall be
fully paid and worcestershire; 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
increased to the amount of three hundred
thousand dollars (S3O0.000) when author
lied ut 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 which is
preferred stock shall be one hundred thou
sand dollars (SlOO,0O0), represented by one
thousand 0.O00) shares of the par value
of one hundred dollars each. The pre-
ferred stock shall be entitled to fixed
IL,
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 pre-
MUM Of one "a per cent for each year or
part of a year that said stock has been
outstanding up to five years from the date
or 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 (5J
per cent thereof. Not less than five per
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-
bends 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 a special meeting of said
preferred stockholders for the purpose of
electlng three members as a Board of Di-
rectors or 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 n
term OF one year. or until their successors
snail be elected, and thereafter said di-
rectors to be chosen by the preferrnd
stockholders shall be elected annually
provided that they shall cease to hold
once II default in dividend payments
shall cease: provided, however If dafon1t
in payments of dividends shall be dine to
general panic or general financial or in
dustrial suspensions or war this right to
elect directors shall not be exercised.
All retirements of preferred stock shall
De by lot all dividends on the preferred
stock shall be payable at a bank to no
DESIGNATED by the Board of Directors and
the funds therefor shall be deposited in
SAID bank prior to dividend matnritias
NO dividends shall be paid on the common
are paid.
The holders or owners of the said pre
ferred stock shall have no right TO hold
once IN this corporation or to vote for
ohcerS or directors of same or TO vote on
quesIions Defore stockholders meetings
except in the event of default in diyidenc
payments as above provided for.
Common Stock-The portion of the can
ltal stock which is common stock shall ha
me sum of one hundred thousand dollars
tSluOVool, represented by one thousand
ILoVVj snares OF the par value of one hun
dred dollars (S100) each
Al. III an OF the preferred stock is retired.
tnen the capital stock of this corporation
snail consist of the amount represented nv
tHe common stock, and the holders there.
OF snail then have full control and man
aSement OF the affairs of this corporation
rms corporation shall engage in busi-
uess when fifty per cent of the canitaI
STOCK mas been subscribed for and fiftv
per cent or the amount subscribed for has
been paid in. -0i mas
ARTICLE V-All the corporate mowers
OF this company shall be vested in and The
management and control of its AFFAIRS
shaIi De exercised by a board of not less
than three nor more than five directors
VINO snail be stockholders; two members
90 s s BOARD snail constitute a quorum
Ior the transaction of business The di
rectors snail be elected annually nv hal
lou on the first Monday in the month of
January in each year; each stockhoIder
shall De entitled in person or by proxy TO
vote Tor every share of stock owned nv
MIN, ana all elections shall be held under
such rules and regulations as NAV be de-
term1ned by the Board of Directors after
nteeen Gays written notice by mail to each
oSSr addressed to his last known
ADDRESS. The directors thus elected shall
continue In office for one year. or until
tnelr successors shall have been duIv
erected and qualified, and no failure to
eject snail be regarded as a forfeiture of
this charter; any vacancies Occurring on
SAID board shall be filled by the remain
ing directors for the unexpired term. and
saId BOARD shall likewise elect additional
nemDers to said board in case they
should deem it advisable to increase the
number OF said board said board shall
at its nrst meeting after it's election nom
mate out of its number a President a
VICE president and a Secretary-Treasurer.
sald board may divide the office of Score,
.ary treasurer, and elect a Secretary who