The herald., 1920-06-24
CHARTER.

entitled to all earnings of the corporation
over and above the cumulative dlvluenu
of eight () per cent per annum, herelh
reserved for the preferred stock, except
that no dividend can be declared on t9e
common stock until all accrued dlVldehus
on the preferred stock nave been declared
and no dividends can be paid on the com
mon stock until all accrued dividends Oh
the preferred stock have been pald.
In the event of liquidation, dissolution
or winding up, whether voluntary or IN
voluntary, of the corporation, alter tht
payment in full to the preferred stock OF
its principal, at par value plus accrued
and unpaid dividends, If any, at the rdIe
of eight (S) per cent per annuih' Ihe re-
naming assets and funds of the corpora
ton shall be divided among the holders
of the common stock IN proportion 10
( the shares held by them respectively
The voting power Of tn" corporation shal'
he vested exclusively in the common STOCK
unless the Company b. III arrears IN III"
payment of four quarterly dlNldenuS on
its preferred stock, as above proNlued lm
which event the sole voting power Shall
be in the preferred stock until the NV
dends in arrears shall have been iulig
paid.
Snction @. The whole of the preferred
and common stock of this corporation or
any part thereof may be issued ana ue-
Hyrrrd to any person, firm or corporation
for the acquisition of rights, privileges
property. business or good VIII, or any
mart thereof. owned or controlled by such
person. firm or corporation.
The Board hereinafter created Is spec.
tally authorized to issue and dispose OF
stock for any or all Of the purposes above
stated. as in its judgment may seem falr
and proper. There is annexed hereto,
TO be read in connection herewith an
accurate, detailed and itemiZed descrip-
ton of the property conveyed 10 thls
CORPORATION in payment or subscriptions
to its capital stock. the said property
consisting of the entire assets ana llaDlil-
ties of the Johnson Iron Works. Ltd'. "a
corporation organized by ACT belnr'
lanes Fahey. Notary Public of the
Parish of Orleans, dated May - lH9'
recorded in the mortgage ottlce OF hne
Parish of Orleans. in book 80. foIO I-")
and all Of the dry docks, lands ana pnE-
Steal assets and good will formerly be
longing to the New Orleans Dry DOCK y
Shipbuilding Company.
ARTICLE V.-Section /. All of the
powers of this corporation shall De vest
ed in and exercised by Il BOARD OIL VI
rectorS of not less than seven 10 nor
more than fifteen 10, to be named from
among the holders of common stock me
number of Directors within sald Ilmlte
shall be fixed at the annual IneetihS or
stockholders. provided that should me
the number at any time be less than thr
maximum of fifteen Directors, the RECORD
holders of a majority o. the common
stock (unless the common stock shouII
have lost the right to vote because OF
arrears in dividends on preferred stock
AS herein provided) may at any time by
>. an instrument in writing, increase ,he
membership of the Board to any number
not in excess of fifteen, ana name hoiu
crs of common stock to fill vacancies mus
I created. In intervals between meetings
of the Board OF Directors, All the powers
T of the corporation may be vested III ana
D exercised by an executive committee OF
NOT less than five Directors 10 te appoint
: ed by the Board of Directors. Unless
otherwise provided in the bylaws OF the
Company, five directors shall constitute
$ a quorum of the Board. The Board oil
$ Directors shall be elected annually by
ballot at a stockholders meeting, to be-
5 held Oh the first legal day of May. OF each
year. after due notice given by malIlhG
same to the stockholders entitled 10 vote
d NJ their last known post office address
d or if none be known, then to the Gen
d eral Delivery at New Orleans. Louisiana
y at least fifteen days before cae date o
le said meeting. Upon election for Dlrec
n tors. as upon all other matters, the RICH
y TO vote shall be vested exclusively in tn
lie common stock unless the Company be II
he arrears four quarterly dividend aymen
% on the preferred stock, in which event IN
sole voting power OF the Company shall
be in its preferred stock until the divi
dends in arrears shall be -uily paid VI
as hereinabOve provided. In case of an,
"A vacancies in the Directorate, throug
death, resignation. disqualification o
BE- other cause, a successor to hold office TO
"a the unexpired term of the Director who's
~ term shall be vacant, and until the cleo
"A ton of A successor. shall be appointed b.
no. the Board of Directors in accordance wit
"a the written directions of a majority o
is the holders of the class or stock, then en-
a.. titled to vote. Failure to elect DireC
"a tors upon the day specified shall no
dissolve the corporation. but the Direc
tors then in office shall continue in OF
~ flee until their successors are electe'
and qualified. The Board of Director
er at the first meeting following each an
III. .-.l %; ghaIl a1naf frnnN fhnir mn
~ Der n president and one or more vic
ne presidents. who without mineral desiQ
y nation shall rank in the order in whic
IT. they are elected, and they shall hkewis
H. elect but not necessarily from their nun
or Der. a Secretary and n Treasurer twin
may be the same individually and sue
~ other officers and sucn committees q
III the Board of Directors shall deem neces
Us Sary. The Board shall nave power, j
i'll its discretion to unite two or more o
IL fees and to confer the same upon OF
X. person. and shall have the power to fl
Il the salaries of all the aforementioned o.
'e- ficers and of such further officers an
n agents as they may deem necessary.
u. At any meeting of the Board of Dire
~; tors, any Director absent from the NEE
" ing may be represented oy any other ID
~ rector. who may cast the vote of the saI
~ absent Director, according to the writ,
W directions, either general or special,
~ n1 the said absent Director.
ali Section .. In furtherance and not
~ limitation of the powers conferred !
law. the Board of Directors is herel
I've expressly authorized:
ut () To make and establish as well
in alter and amend all bylaws, rules al
IN regulations necessary and proper for I
lus support and management of the busine
20 and affairs of said corporation, not inco
ill s~istent with its charter;
ers (b) To borrow money necessary for t
Ice ordinary business operations of the &C
tne ~pOratiOn and through the president
us some other duly authorized agent
10 agents. to execute mortgages, or pledg
ing and issue notes, bonds or other ObliC
nee tons, for such amounts and on such teri
iys as in their judgment may be deemed q
ia vantageOus, and generally to do all thin
age reasonable and necessary for the prof.
ma carrying on of the business of the c.
the pOratiOn; provided, however. that so 10
av- as any Of the preferred stock is outsta1
'lth ing the corporation shall not incur a
additional indebtedness, secured by mo
III gage or pledge of any of the proper
lth acquired by it upon its organization e
Ut cept Liberty Bonds. contracts, claims a
an obligations) without the consent in WI
ION ing of the holders Of seventy-five (75) I
re- cent of the then outstanding PREFER
cor stock, and of the Securities Sales Co
aid pany of Louisiana, Inc.
am (c) To issue and deliver fully pa
shares of stock and bonds or obligatiO
he of said Company, in payment of proper
or rights actually received by said c.
marathon.