The herald. [volume] (New Orleans, La.) 1905-1953, 1920-09-02
CHARTER.

corporation Is hereby flNed at the sum OF
two hundred and fifty thousand and
no 400 $3.50. 0OO.OO) dollars, divided into
and represented by two classes, preferred
and common, in the proportion of one
hundred and seventy five thousand and
o/l00 (slT5,0OOO0) dollars of preferred
stock and seventy-five thousand and
no 400 (S75.OOO00) dollars. of common
stock. The capital stock may be increased
OO0.0O0.OO) dollars. The preferred stock is
to be divided into one thousand seven
hundred and fifty O.750) shares of the
par value of one hundred and no 100
($lO00OD dollars per share, and il shall
be entitled to receive out of any and all
surplus net profits whenever aScertHined.
cumulative dividends at the rate of eight
(Scc( per cent per annum in each and
every year hereafter, payable at such
periods a. the Board of Directors may de
termine. in preference and priority to any
payment of dividends on the common
stock for the period heretofore elapsed.
The preferred stock, however. shall not be
entitled to participate in any other gen
eral earnings or profits beyond the said
eight (S'c) per cent annual cumulative
dividends but shall be entitled to be re
paid in full with the accumulated unpaid
dividends thereon upon any distribution OF
the assets of said corporation or in the
event of Insolvency, liquidation, diSsOlu-
ton or termination of its corporate eN-
iStence, before any distribution of capital
or earnings shall be made TO the holders
of the common stock. All or any amount
of the preferred stock may be retired and
redeemed by the Board of Directors in
its discretion at any time, in such manner
and upon such notice the Board may
determine. ut the price of one hundred and
ten and no 100 ($ll0.OOD dollars for each
share, together with all accrued dividends
thereon. If. after providing for the pay
ment in full of all dividends for any year
on the preferred stock and any accumu-
lated dividends that may be due on said
stock for preceding years. there shall re
net profits may be applied by the Board
of Directors. either to the payment Of
dividends upon the common stock or may
be devoted to the redemption of all or any
part of the preferred stock, or may he ap-
piled to any other purpose relating to the
cOmpany'S business as the Board. in its
discretion. may deem fit. The preferred
stock shall have no voting power whatSO-
ever or connection with the control Of the
corporation, the holders thereof hereby
expressly waving any right TO vote said
preferred stock ut elections for directors
or on any other question, or to participate
in stockholders meetings convened for
any purpose whatsoever. The common
stock is to be divided into seventy five
hundred shares of the par value of ten
and no/lOO $1,000 dollars per share. The
voting power of the corporation shall be
vested exclusively in the common stock
which is to have the entire control and
management of the corporation. No stock
may be issued except for labor done. Serv-
ices rendered or money or property actual
ly received, and no present or future
stakeholder shall ever validity sell. assign
or transfer, other than by inheritance, any
of the common stock of this corporation
until the same shall have been first of
fered in writing to the remaining holders
of the common stock for the benefit of
such stockholders as may desire to pur-
chase the same. said offer to be addressed
TO the Board of Directors, and ten days
shall be allowed for the acceptance of
same in writing by any of the common
hnlH Of ha ha
be willing TO pay the book value OF said
stock as shown by the books of the cor
poration on the first day of January last
preceding the date of such offer. Each
holder of the common stock of this cor
poratiOn shall be entitled to purchase
stock offered for sale in the proportion
that the number of shares owned by him
at the time bears TO the number Of shares
owned by the other holders Of the com
mon stock who desire to participate in the
purchase.
ARTICLE V.-All the powers of this
corporation shall be vested in and eNer-
Cised by a Board of not less than three
nor more than five Directors. as may he
determined in advance each year by the
common stockholders, at the annual meet
ing of the common stockholders or at any
special meeting called for the purpose of
increasing or decreasing the number Of
directors within the limitations of this
article. The first Board OF Directors shall
be: John J. Gillespie whose postoffice
y.
La, who shall be President; Frank J.
Grunenthal. whose postoffice address Is
Grunewald Hotel, New Orleans, La, who
shall be Vice President. and Warren II.
Powell. whose postOffiCe address is 1925
Josephine street, New Orleans, La. who
shall be Secretary Treasurer. The above
named Board of Directors and officers
shall continue to serve until the second
Tuesday in January. 1922, at which time,
and annually thereafter. the common stock
holders shall elect from their number the
Directors Of this corporation. The above
named Board of Directors and each sue
ceeding Board shall continue to hold office
until their successors are elected and quail
flied. Each succeeding Board of Directors
shall, at theft first meeting following
their election. select from their number a
President. Vice President and a Secre-
tary Urea surer. The election of Directors
shall be by ballot and the person receiving
the largest number of votes cast shall be
declare elected. Each share of common
stock shall be entitled to one vote at meet
ingS of stockholders, but no fractional
share shall be entitled to vote. ma
jOrity of the Directors voting at any one
time, in person, shall be required to pass
any resolution or adopt any bylaw which.
when so adopted. shall become valid cor
porate acts, provided quorum of the Di-
rectOrs were present in person. In case
of vacancy on the Board or among the Off
GERS caused by death, resignation or re-
| moval. the remaining members of the
! Board shall have the power to fill such
vacancy
ARTICLE VI.-Notice of all meetings OF
stockholders for election of Directors, or
| for any other purpose, shall be given in
writing by the Secretary, and a notice
shall be deposited in the mail at least
| fifteen days before the meeting is held
addressed to each common stakeholder nj
his last known address, as the same shall
appear upon the books of this corporation
! unless said notice Is waived in writing
BY all common stockholders appearing on
| the books. At all meetings of stOckhOld-
| ers. q majority of the votes cast shall be
| sufficient to determine all questions voted
upon. except the alteration, amendment or
| dissolution of this corporation.
ARTICLE Widths act of incOrpora-
| ton may be altered, amended or modified
| or this corporation may be dissolved. by
| and with the assent of the holders OF
| three fourths in amount of its then out
| standing common stock, given at a general
meeting of the common stockholders, 10
| be convened after fifteen days prior no.
| tice. to be given in one of the daily news
| papers published in the city of New Or
| leans, in addition to written notice to
| each common stakeholder. as provided un-
| der Article vi of this charter. and such
| changes as may be made in reference t.
| an increase or decrease of the capita
stock shall be preceded by such notices
| delays and formalities as are required by
| law. And in the event of the dissolution
| of said corporation, either by limitation
| of its charter or otherwise, its affairs shall
| be liquidated by three commissioners, u
| be appointed and elected at a specia
meeting called for that purpose as above
provided. and who shall remain In effic'
| until the affairs of said corporation shall
| be fully liQuidated, and in case of thu
death or disability of one or more OF sail
] liquidators, the survivor or survivors shall
act In his stead.