The herald., 1920-06-03
CHARTER.


inrr.as,d up to the sum of Five Million
C$5.UOO, OW0O0l Dollars.
Section = The capital stock. both pre-
ferred and common. shall be represented
by certificates. shall be full paid and
worcestershire when issued. shall be is
sued only for labor done or for property
actually received. or for cash to be paid
at such times aud i'll such amounts ana
after such notice as may be determined
by the Board of Directors. and shall be
personal property. No transfer of said
capital stock shall he binding upon this
corporation unless made in accordance
with its charter and bylaws and recorded
on the books thereof
Section 3 The holders OF the preferred
I stock shall he entitled to receive an an
nual dividend AT the rate of but never
| exceeding eight iS) pew cen; per annum.
cumulative from and after May LIST. 1920.
payable OGJ of the net profits of the
| Company on the First day of January.
/ April. July and October. of each year.
/ before any dividend is paid upon the com
mon stock. Should the net profits for
/ any year be- insufficient to pay said pre-
/ ferred dividend thrrefor or any part
! thereof any unpaid portion thereof shall
/ become a charge against the net profits
/ of the Company and shall be paid in full
out of said net profits before any divi-
! dend is paid upon the common stock.
/ The preferred stock shall never partici-
/ pate in the profits of the Company be
yond its fixed preferential cumulative an
nual dividend of eight (SD per cent. but
| shall he paid in full up to its capital or
! par value plus accrued anu unpaid diyi-
| dpndS if any, at the rate of eight per
shall be distributed among the owners of
the common stock. in the event of ANY
! liquidation, or dissolution or distribution
| of the assets of the Company. and shall
not participate further in the distrbu-
! ton of the assets of the Company.
Section 4. The corporation shall have
the right to call for and redeem the out
| standing preferred stock. in whole or in
part. on any dividend date, at one hun
dred ten 1lOC) per cent of par, plus
all accrued and unpaid dividends. No
tice of redemption shall be given by mail
ing same to all preferred stockholders
of record at their last known post office
address, or if none he known. then to the
General Delivery, at New Orleans, Louis
! lana, at least sixty (6O) days prior to
such redemption date. and by publishing
such notice of redemption. at least once
week for period of sixty 800 days
| in daily newspaper of general circula-
tion. published in the English language
in the City of New Orleans. Louisiana.
Such call having been made. and the
money required for such redemption hav-
ing been deposited for that purpose with
the Whitney Central Trust and Savings
Bank, of New Orleans, Louisiana (or if
that bank shall not be in existence, with
such other bank in the City of New Or
iednS, as the directors may select. all
rights of the stock calico rOr redemption
to dividends shall cease after said re-
demptiOn date. and the holders thereof
shall thereafter have recourse to said
deposit alone and in no event to the
company for the payment of said redeem
ed stock and the dividends thereon. The
shares so called and redemeed shall be
cancelled and not again be issued
Section .. If less than all of the pre-
TERED stock then outstanding, is to be
redeemed the Board of Directors shall de-
termine by lot in the following manner
the shares to be redeemed 4 list shall
be prepared of the holders of preferred
stock, and consecutive numbers shall be
noted opposite each name on such list
according TO the number of shares owned
by each stakeholder. each stakeholder re-
celvlng one number for each share stand
ing in his name, so that the aggregate
number OF such consecutive numbers will
equal the number of shares of such pre
ferred stock then outstanding. From
such consecutive numbers there shall be
uraWh Dy lot as many numbers as will
equal the number of shares to be re-
deemed; and the shares snail be drawn
Tor redemption from the stockholders to
whom the numbers drawn by lot were as
signed on said list.
Section g. Within sixty DAYS after
me end Of each fiscal year. until all of
the preferred stock shall have been re-
tired, the Board of Directors shall Set
aside sinking or redemption fund, Said
fund Tor ten years after the organization
Oh the company Is to be sum equal TO
TWO 20 per cent of the net earnings of
lne company for the preceding fiscal year,
aiter deductlng all taxes and interest
charges; and thereafter said fund is, 70
ne sum equal to ten per cent QOG)
OF the net earnings of the Companv for
me preceding fiscal year, after deduct
! ing all taxes and interest charges Such
redemption fund shall be used for re-
firing the preferred stock i'm the manner
provided in the preceding sections of this
article. Va '"i'
Section .. The preferred stock shall
nave no voting power whatever unless
the company be in srrears four quar-
terly dividend payments on its preferred
stock' IN which event the sole voting
power OF the Company is to be in its
preferred stock until the dividends in ar
rears be fully paid up.
Section s The common stool shall 10
entitled to all earnings of the cornoration
over ana above the cumulative dividend
| ol elght ~ per cent per annum herein
reserved for the preferred stock, except
mat no dividend can be declared on the
common STOCK until all accrued dividends
on the preferred stock nave Deen declared
ana no dividends can be paid on the com
mon stock until all accrued dividends ON
the preferred stock have been paid.
In the event of liqnfdation. dissolution
or winding up, whether voluntary or in
Voluntary: OF the corporation, after the
payment in full to the preferred stock of
us principal. at par value plus accrued
ana unpaid dividends, il any, at the rate
Oh elght tS) per cent per arnum, the re-
naming assets and funds of the cornoro-
uoh snail be divided among the holders
OF the common stock in proportion to
Ine shares held by them Respectively
ne VOTING power of the corporation sbal
De vested exclusively in the common stool
unless the Company b, IN arrears In ar
payment OF four quarterly dividends IN
lts preferred stock, as above providad IN
winch event the sole voting hover sbai
De In the preferred stock untiI tho d;r;
bends in arrears shall have been fnIlv
paid. ~ iuii!
| Section Q. The whole of the nrafer-od
ana common stock of this corporation or
any part thereof may be issued and de-
nvered TO any person. firm or CORPORATION
FOR the acquisition of rights, PRIVILEGES
property, business or good will or any
part 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 fair
and proper. There is annexed hereto.
to be read in connection herewith, an
accurate, detailed and itemized descrip-
ton Of the property conveyed to this
corporation In payment or subscriptions