The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-19
CHARTER.

sued, and may he issued for labor services
or property actually received by this cor
pOratiOn. or for cash to be paid at such
time and in such amounts and after such
notice rs may be determined by the Board
of Directors, or on pro rata basis when
ever the surplus funds or property OF the
corporation shall so warrant in lieu OF
the declaration of cash dividend, or a
otherwise provided by law, and all said
certificates shall be personal property.
No transfer of any certificates of said
stock shall be binding upon this corpora
ton unless made in accordance with the
terms of said certificate, the charter and
bylaws of the corporation, ana recorded
on the books thereof In no case shall any
stockholdcr have the right or privilege OF
selling or in any manner dispOSing of any
certificate of common stock issued by this
corporation without first having Offered
the same to the corporation in writing.
through its Board of Directors. The
Board OF Directors. for the corporation
or any member of said Board, or any
subscriber to this charter, for himself,
shall have the right and option TO purCha>"
any stock 81 offered within thirty days
at the book value of said stock. as estab-
liShCd 10y the last regular inventory; and
under no conditions shall the transfer Of
any said stock be- recorded on the books
of the corporation. nor shall any said
stock be voted until after all of the fore
going formalitirS shall have been fully
complied with. should there be any dis
Dufr rs to such book value. the determine
arbitration. one arbitrator to he appointed
by tn, vendor and one by the purchaser.
and in the event of their disagreement.
they shall elect an umpire. and ia" de
riSiuu Of such arhitrator> or umpire. a.
I he case may be. shall bc final and bind
ing on all parties thereto. All common
stock shall be- obtained and held subject to
these provisions, and every sale pledge.
circumference or other disposition of said
stock shall be- made subject to all said
provisions. All such stock 80 acquired by
the corporation may h" re-iS>ucd for the
and under the conditions
herein provided for the original issue of
the capital stock of this corporation. Tn"
preferred stock issued by this corporation
shall he entitled To an annual dividend AZ
the rate of. but never exceeding. ten per
cent OO'CD per annum, cumulative from
and after date of issue. payable at such
periods as the Board of Directors may de
trrminr out of the net profits of this cor
poratiOn before any dividend is paid upon
the common stock. Should the net profits
in any year be insufficient to pay said
preferred dividends, either in whole or in
part. any unpaid portion thereof shall
become Il charge against the net profits
of this corporation and shall be paid in
full out of said profits before any diNl-
dcndS are paid upon the common stock.
The preferred stock shall have no voting
power whatever. and shall never partici-
pate in the profits of this corporation be
youd its fixed preferential cumulative an
nual dividend of ten per cent (lO'c) but.
in the event of any liquidation, dissolution
or distribution of the assets of this cor
poratiOn shall be paid in fun up 10 it,
principal or par value, plus any then ac-
Crued and unpaid dividends, before any
amount shall he distributed among the
owners of the common stock. The com
mon stock issued by this corporation shall
have all voting power and shall be en-
titled To receive out of the net profits
such dividends as the Board of Directors
may declare from time To time, except
a.. az 4 d.. In a
common stock until all accrued dividends
on the preferred stock shall have been
declared. and no dividend can he paid on
the common stock until all accrued diyi-
deudS on the preferred stock shall have
been paid. In the event of any liquidation
or dissolution or distribution of the assets
of this corporation. the common stock
shall share i'm the assets of the corpora
ton. share and share alike, after the pre-
feTred stock shall have been paid in full
up 10 its principal or par value. plus ac-
crucd and unpaid dividends, if any, at the
rate Of ten per cent tlOtc) per annuH.
The subscribers to this charter. in con
sidcration of such subscription. are hereby
granted the irreyOcable right and option
to subscribe AT par to any and all stock
of whatever class. the issue or Reissue of
which may be- authorized by this corpora
ton at any time.
ARTICLE VI.-AlI Of the corporate pow
erS of this corporation. except as here
matter stated. shall be vested in aud eX-
erCised by a Board of not less than three
nor more than twenty-OnP Directors. a.
the voting stockholders shall from time to
time determine. each of whom shall hold
in his own name at least one share of the
common stock of this corporation. Said
Board of Directors shall be- elected on the
thirty first day of January of each year
following the date of this act. unless such
day shall fall on a legal holiday. and in
that event on the next succeeding day
which is not a legal holiday or on such
day thereafter H. the Board of Directors
shall determine. All such elections shall
be held under such regulations as the
Board of Directors then in office may de
terminc. and of all meetings of stock
holders for the election of Directors or
increasing or decreasing the membership
of said Board or anyOther purpose except
that of dissolution. or as otherwise re
quired by law, not less than seven DAYS
notice shall be given by mailing to each
common stakeholder who appears on the
books of this corporation. mt his last des-
ignated address or care of general deliy-
cry. mt New Orleans. if he has not deSig-
mated an address, a notice stating the
time and place of the meeting. Each share
holder shall be entitled to one vote for
each share of common stock recorded in
his name on the books of this corporation.
as elsewhere herein provided, to be east
in person or by written proxy. and ma
jOrity of the votes east shall elect. Failure
to elect Directors on the day above speci-
fled shall not dissolve this corporation nor
IN any way impair It's corporate manage
ment or authority, but the Directors then
in office shall remain in office until their
successors are elected and qualified. after
due notice of another election shall have
been given as above provided. The Board
of Directors shall without delay, after
such annual election. elect from its mem
berShip a President. Vice President and
Directing Manager who shall constitute
the Executive Commute. which during the
interim between meetings of the Board of
Directors shall exercise all powers of said
Board. At such meeting said Board shall
also elect or appoint a Secretary and
Treasurer. and such additional Vice PreSi-
dents and other Officers as the Board may
deem advisable, who may or may not be
either stakeholder or director. The Board
of Directors may appoint one person to be
Secretary and Treasurer. and. from time
to time. name such other employees as
they may deem necessary. The Board
of Directors shall have the management of
the business of the corporation. and sub
by this Certificate of Incorporation. may
exercise all the powers of the corpora
ton, and without prejudice to such general
powers, il is hereby expressly declared that
the Directors, by unanimous action. shall
have the following specific powers. tO-wit
To make, alter and amend all bylaws
rules and regulations necessary for the
proper management of the business of this
corporation. not in conflict with this act
To purchase or otherwise acquire for the
corporation, any property. rights or priv
1legeS which the corporation is authorized
to acquire. To pay for any service. labor
or property received by the corporation.
either wholly or partly, in money. stocks
bonds. debentureS, income certificates. Ger
tificateS of indebtedness or other Securi-
ties Of the corporation. To borrow money
and TO make and issue notes, bonds and