The herald., 1920-08-19
CHARTER

common stock, in any year, any excess
amount over and above the amount re
quired to be set aside for surplus. and 10
pay such dividend of eight per cent go
on the common stock shall be- distributed
in additional dividends for that ycar-on"-
half of such amount to the preferred stock
and the other one-half OF such amount to
the common stock.
The holders of the preferred stock shall
have all the same rights and voting powers
of the holders of the common stock. share
and share alike. and in the event of dis
solution or liquidation Of this corporation.
the preferred stock shall first be paid at
par. together with all deferred and unpaid
dividends thereon. before the holders OF
the common stock shall be entitled To re
ccivc anything; and the balance of the as
sets. if any, shall then be distributed to
the common stock.
In all other respects. except as herein
above provided. the preferred and the com
mon stock shall be on the same basis.
There shall be twelve hundred and fifty
| l2dOl shares, of the par value Of on" hun
! dred dollars tSlOO.OOJ each, Of common
| stock, to be- paid for in cash or its equiv
! alent in property. Said common stock
! shall be entitled 10 participate III the earn
lngs Of the company. a. hercinaboye pro-
/ yidcd for. but in the event of dissolution
| or liquidation of this corporation. said
common stock shall share in the assets of
! this corporation, only after the preferred
stock shall have been retired at its par
value together with all deferred and an
paid dividends. a. provided above
ARTICLE N.-AN the powers of this cor
pOratiOn shall be vested in and exercised
by Board of Directors. composed of five
90 stockholders Of tn" company. to bc
selected in the manner herein provided.
At least three 90 of said Directors shall
be owners of preferred stock Of the ,.u.-
pany. said Board Of Directors shall be-
elected annually at a general meeting of
the stockholders. called for that purpose,
on the third Monday in January of each
the laws of Louisiana. Each holder of
stock shall be entitled To one vote for each
share of stock standing III his name on
the books of the company. said vOt. shall
be cast in person or by proxy. and Il ma
JOrity Of the votes east shall elect. said
| Board of Directors shall have the power TO
fill al vacancies, which may occur Oh thu
Board, even though no quorum remain AZ
the time such vacancies are to br filled.
Failure to elect Directors on the day above
specified shall not dissolve the corpora
ton. but the Directors then in office shall
remain in office until their Successors are
| elected and qualify.
The Board shall elect from their mum
! Der President. Vice President and ii
Secretary Treasurer. At any meeting OF
| the Board Of Directors. any Director alb
| sent from the meeting may be represented
| by any other Director. by written proxy.
| who may east the votes of the absent hi
! rector.
The Board of Directors shall have the
| authority to make and establish, Is well
| as alter and amend. all bylaws rules and
regulations for the proper management
| and conduct of the business and affairs
of the corporation. and shall have the
power to authorize the borrowing of mon
ey, the issuance of notes or other evidences
of indebtedness and the execution of mort
cages. as hercinbefOre set forth. and gen
| orally to do all things necessary or con
venient for the proper carrying on of the
| business of the corporation.
Until the general meeting of the stock
| holders plppfioU "a lac
held on the third Monday of January. 1921
! or until their duly qualified successors are
elected and installed the Board of Direc-
| tors shall be composed of: George A.
Hero. No. 800 TChOupitOulas street, New
| Orleans, La; Will Ii. Douglas, No. 11i9
! TchoupitOulas street, New Orleans. La.
Gus Il. Baldwin, No. 1870 Camp street. New
Orleans, La; ). Brook Dickson. No. 42A
Celeste street. New Orleans. la; Alfred
@. Hero, No. 800 Tchoupitoulas street. New
Orleans. La. with George 4. Her. as
| President, Gus Il. Baldwin as Vice Presi-
dent and Alfred o. Here. as Secretary
! Treasurer.
The terms of office Of said officers shall
! run cOncur-cntly with that of the Board
selecting them, except the first Board. who
| shall serve until the third Monday in Jan
uard, 1922.
ARTICLE VII.-The common stock OF
this corporation is issued in payment for
the patent rights owned by Numa &. Hero
| under patent No. --, for a machine
and process known to him to manufacture
paille finne hay in combination with other
| substances into food for stock, and the
| sole right TO manufacture and use such
machine is transferred and assigned 10
this corporation. The said patent rights
| process and the sole use thereof have been
| appraised by the Board of Directors nj
| Sl2J.OOO.OO and common stock of the par
| value of Sl2j.O00.0O shall be issued to Numa
c. Hero, upon the company receiving no.
| tarial transfer of said patent and process
| and all the rights Hereunder and the sole
| right to use same.
| ARTICLE Nlll.-This charter may he
| amended or the company dissolved. as pro-
| yided by the laws of Louisiana.
| ARTICLE IX.-The subscribers hereto
have respectively written opposite their
names the amount of stock subscribed by
| them TO this corporation. SO that this act
| of incorporation may also serve as the
| original subscription list of the corpora
| ton, and they have stated their poStOffice
addresses, so as to conform with act 267