The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-27
FIARTER.

ties of th.. johnson Iron Works. Ltd. Ct
corporation organized by act before
James Fahey. Notary Public of ia"
Parish of Orleans. dated May - 1883
recorded in the mortgage office of the
Parish of orleans. in book 30. foil" l25)
aud all of the dry docks. lands and phy-
steal assets aud good will formerly be
longing to the New Orleans Dry Dock
Shipbuilding company.
ARTICLE V. section |. All "t the
powers OF this corporation shall IL" vest
I'd in and exercised 10y " Board 81 III
rcrtur> OF not less than seven O. nor
more than fifteen (l5I. To h" named from
among the holders OF common stock. The
number of directors within said limits
shall Ice fixed at tn" annual meeting o;
stockholders. provided that should III"
the number at any time be- less than the
maximum of fifteen directors. tn" record
holders of Il majority - "a" common
. stock unless the common stock should
have lost the right to N"t" bctauS" OF
arrears in dividends on preferred STOCK
~ herein pTONidrdb may at any TIM" 10y
an instrument in writing. .dcrea>" the
membership OF the Board To- any number
not in rNCc>S of fifteen. and name hold
cr> OF common stock To fill vacancies thus
. created In intervals between meetings
of the Board Of Directors. AZ the powers
of the corporation may be- vested in and
exercised by an executive committee Gt
NOT less than five Directors 30 -" appoint
ed by ia" Board of Directors. Unless
. uthrrN il, provided in the bylaws of the
Company. fiv" directors shall constitute
a quorum of the Board. The Board of
Directors shall bc elected annually by
ballot at Il stockholders meeting, TO be
held on the first legal day Of May OF each
year after due notice given ~ mailing
same To the stockholders entitled To vote.
at their last known post office address,
or il none be known, then to the Gen
rral Delivery AT New Orleans, Louisiana.
at least fifteen days before -" date al
said meeting. Upon election for Dircc-
/ tors. ~ upon all other matters. the right
. 10 vote shall he vested exclusively III III"
common stock unless the Company be- in
arrears four quarterly dividend payments
/ on the preferred stock. in which event the
I sole voting power of the Company shall
J he i'll it, preferred >to,+ until the divl-
dendS in arrears shall Ice -Iiiy paid mp
! ~ hrrcinaboVp provided. In ease of any
/ vacancies in the Directorate. through
! death. resignation. disqualification or
! other cause. Il successor TO hold office for
| the uneN pircd term IF the Director whose
! term shall be vacant and until the elec-
! tion of Il successor, shall be appointed by
the Board of Directors in accordance with
the written directions of 4 majority of
the holders of the class or stock, then en-
titled to vote. Failure to elect Direc-
tors upon the day specified shall not
dissolve the corporation. but the Direc-
tors then in office shall continue in of
flee until their successors are elected
and qualified. The Board of Directors
nual election snail elect from their num-
Der "A president and one more vice
presidents. who without mineral desig
| nation shall rank in the order in which
they are elected. and they shall likewise
elect but not necessarily from their num-
her. a Secretary and "A Treasurer (who
may he the same Individually and such
other officers and SuCn committees as
the Board of Directors shall deem neces-
Sary. The Board shall lave power. in
I IFS discretion to unite of.
/ ficeS and to confer the same upon one
person and shall have the power to fix
the salaries of all the aforementioned Of
ficers and of such further officers and
I agents they may deem necessary.
At any meeting of the Board of Direc-
tors, any Director absent from the meet
ing may be represente- cy any other Di-
rector. who may cast the vote of the said
absent Director. according to the written
directions, either general or special of
the said absent Director.
Section >. In furtherance and not in
limitation Of the powers conferred by
law. the Board of Directors is hereby
expressly authorized:
(aD To make and establish as well as
alter and amend all bylaws. rules and
regulations necessary and proper for the
support and management of the business
and affairs of said corporation, not incOn-
siStent with its charter;
/ 10 To borrow money necessary for the
ordinary business operations of the cor
pOration and through the president OF
some other duly authorized agent Oh
agents. to execute mortgages. or pledges
and issue notes. bonds or other obliga
lions. for such amounts and on such terms
as in their judgment may be deemed ad
, vantageous. and generally to do all thing:
reasonable and necessary for the proper
, carrying on Of the business of the cor
p0ratiOn: provided. however. that so Ions
as any of the preferred stock is Outstand
ing the corporation shall not incur an!
nI. a Ials
gage or pledge of any of the prOpert!
acquired by il upon its organization tex
cept Liberty Bonds. contracts, claims an,
: obligatiOns) without the consent in writ
ing of the holders of seventy five (7J) pc
cent Of the then outstanding preferred
| stock. and of the Securities Sales Com
, pany Of Louisiana, Inc.
(c) To issue and deliver fully PAL,
shares of stock and bonds or obligation
: of said Company. in payment of prOpert,
, or rights actually received by said cor
pOratiOn;
ID To direct or determine the use an,
2 disposition OF any surplus of the ne
2 profits over and above the capital stOc
l paid in. subject to the provisions of thi
4 | charter:
/. (e) To do all such acts and things a
: | may he necessary to carry out the oh
: jects for which this corporation is oil
ganiZed.
stockholders for election Of the DireC
, tors, to be held under THIS charter o
the first legal day of May, 1921. or unit
: their duly qualified successors are electe
: and installed. the Board of Directors @
a this corporation subject to increase a
= herein provided shall he composed OF
Wilmer III. Johnson. Morgan and Segui
Streets, Algiers. La: Warren johnson
. Morgan and Seguin Streets, Algiers, La
> Eads Johnson, rs Broadway, New YOr
City: George KOffskey. Morgan and 81
: guin Streets. Algiers, La: Ellis ]. Stearn
= Morgan and Seguin Streets. Algiers, La
n Il. III. Collins 81 PeachtrpP Street Atlanti
: Ga; Selby G. Parker. So Gravier Stree
y New Orleans. La: Furman Il. Pearc
u Hennen Building. New Orleans. La
u George Plant, Whitney Building. NeN
; Orleans. La: VIM. A. Dixon. Whitne
Building. New Orleans. La: Charles del
Claiborne. Whitney Building. New o.
d leans. La. Of the foregoing. Wilmer
r Johnson shall he president; Warren Johr
: son. vice-president and general manager
n Eads johnson, vice president. and Ell
;. j. Stearns. secretary ana treasurer.
Z ARTICLE VI-This act of incorpor,
II" ton may be modified, changed or amen,
ed or the corporation dissolved by a vol
: of two-thirds Of the stock then entitls
II to vote. present or represented at a ge
e eral meeting of the holders of such stoC
r for such purpose after previous noti,
}, shall have been given In the mann,
n above required to be given of the annu.
= meeting Of the corporation; provided tn,
Is the charter shall not be amended so
8 to affect the rights or security Of II