The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-04
CHARTER
AMENDMENT TO CHARTER OF RE
PUBLIC BOX COMPANY, INC.

year one thousand nine uuHuEtu anu tMtu-
ty, before me, Charles Rosen, a Notary
Public duly commissioned and qualified
and in the presence OF the undersigned
witnesses, personally came and appeared
Sigismund s. Levy, Chairman. and Harry
Hardie Secretary of a meeting of the
stockholders of the Republic Box Com
pany, Inc, corporation organized by
act before Scott L. Beer, Notary Public,
on the twenty eighth day Of August, 1914,
and recorded in Mortgage Office of this
Parish in Book 1927 Folio 1896; which said
appearers declare that at special meet
ing of the stockholders of said corpora
ton held on this day, at which all of the
stockholders were present in person or
represented by proxy, certified copy OF
the minutes of said meeting being hereto
annexed, Article Four of the charter Of
said corporation was amended by unani-
nous vote so as to read as follows, to-wit:
ARTICLE Iy.-The capital stock Of this
corporation is hereby declared to be the
sum OF two hundred thousand (S2OOOOOOO)
(2OOO) shares Of the par value OF one
hundred ($100O0) dollars per share, of
which ten thousand &l0O00O0) dollars
represents the original common capital
stock heretofore issued and now Outstand-
ing: and one hundred and ninety thousand
(Sl9O, OO0O0) dollars shall represent the in
crease in the capital stock. The Board of
Directors is hereby authorized to transfer
TO capital as of July list, 1920 proits and
surplus of the corporation 10 the amount
of one hundred and thirty thousand
tSlOU,UONUl uOlhTS ana 10 ISSUE lutEtlOT
as a stock dividend as of said date, July
LIST, 1920, one hundred and thirty thousand
($l30, 0O0.OO) dollars of said Increase OF one
hundred and ninety thousand lSl@OOOOO)
dollars; and the Board of Directors is
hereby authorized TO issue the remaining
sixty thousand $500 100000 dollars of said
increase for the acquisition by exchange of
the outstanding capital stock of the Gulf
Mill & Lumber Company, Inc, of New
Orleans, Louisiana, upon the basis of share
for share. This corporation is hereby au-
thorized TO exchange up to. but not eN-
ceeding seventy thousand ($I0,OOOOO) dol !
lars of the common capital stock of this
corporation, for seventy thousand $50 |
O0O.00) dollars preferred stock of this cor !
poration, and upon the said exchange be
ing made said common stock shall be can |
ceIed and retired and for that purpose TO |
issue seventy thousand (S70,OOOOOJ dollars |
of first preferred stock, subject TO the fol- |
lowing terms and conditions:
THE seventy thousand (S70O00OO) dol |
lars first preferred stock, each share of the |
par value Of one hundred (SlOOOO) dollars, |
shall pay eight (Sqo) per cent per annum /
cumulative dividend and no more, which |
dividend shall accrue from July list, 1920 |
and be payable semi-annually on January |
LIST and July LIST, beginning January 1st
1921. This dividend shall be payable with
out deduction for any present or future
tax or taxes. Federal, State or municipal.
mo dividends of any kind shall be de-
clared or paid unless and until all divi-
dends due on the first preferred stock shall
have been paid in full and unless and un-
til no less than ten (10%) per cent of said
preferred stock shall have been retired at
par annually, after its date of issue. The
corporation shall create a sinking fund for
and shall be obligated TO retire at par
ten 10%) per cent annually of the first
preferred stock, that is to say, seven
thousand (s7,000O0) dollars Of said first
preferred stock per year, together with
dividends and shall have the right at its
option in any one year to retire at par a,
(g0Gl of the first | !
ferred stock, that is, fourteen thousand {
CS14,0O0.O0) dollars, but no more, except {
with the consent of three-fourths e 4s) of
the outstanding first preferred stock. The {
stock so retired shall be cancelled and not ]
re-issued. The corporation shall have the q
right to issue in its place and stead any I
second preferred or other class ,of stock,
provided such issue of stock shall be sub /,
ordinate to the rights and privileges of the I
first preferred stock, and provided no ad- 4
ditional first preferred stock shall be is q
sued until the aforesaid seventy thousand
(s70,000.0O) dollars first preferred stock :,
shall have been retired.
Should the capital be increased by the h
issue of second preferred stock, said Sec s.
ond preferred stock may be retired from II
time to time, provided there shall be no D
default on any obligations due TO the first s,
preferred stock, and provided a sufficient a
sinking fund or reserve shall have been S,
ing installment of the first preferred b
stock. and provided further that the re- r,
tirement and cancellation of said second a,
preferred stock shall not reduce or i'm pI
and undivided profts) of this corporation, 90
and Its subsidiaries, as existing on July cf
LIST, 1870.
Neither the corporation nor any of its 10
shall dispose of any Of it's p
property or assets owned on July LIST, 1920. 70
n whole or in part, except such DISPOSE
ion Of manufactured and raw products as
Q necessary and usual in the ordinary pc
ent Of three-fourths Is /4s) Of the out ca
first preferred stock shall have ou
'een secured. No mortgage. pledge or or
'ypothecation. either Of the stock Of any gu
Movable properties owned as of July 1st br
800, either Of the parent or subsidiary cor an
'oration shall be made, except with the or
onssnt Of threef- 40 Of the out Co Co
Should there be default In the pay ap
nent Of any dividend Of said first pre- ate
erred stock, or should the corporation ste
efault in the retirement Of said ten (l0E) tn,
er cent Of the first preferred stock in any at
ear, and said default continue for thirty Di
S0) days after written demand on this ito
orporation then the voting power shall be of
ivested from the common or any other it's
lass or classes Of stock and shall immedi- or
tely become, and during such default re- i
lain, vested in the holders Of the first col
the directors Of the corporation then in O0O
NICE shall Immediately cease. and the ser
acancies may be filled by a majority of Of
ne holders OF the first preferred stock. lar
I'm the event of the liquidation, dissolu- sto
on or winding mp Of the corporation, for be
hatever cause, the holders Of the first (S2
referred stock shall unless seventy five OF
l59o) per cent Of said outstanding first the
referred stock shall have been retired) sto
ave the power to elect a number OF liqui- ale
ators equal to the number OF liquidators par
ected by all the other stockholders puI
hould seventy-hve C5%) per cent or the
lore OF such first preferred stock have sue
cen retired at the time, said first pre- sue
FRED stock shall have the right TO elect ices
ne out of three liquidators Whenever teri
he hrst preferred stock shall have been do
aid and retired in full In principal and ital
lyidends, then II shall no longer be en-. per
tied to have any liquidator or iquidators and
nd any such iquidator or liquidators sha
hall thereupon Immediately resign sue
In the event Of the liquidation, dIssolu- DIR
on or winding up Of the corporation, in req
hateyer manner or from whatever cause and
lie holders Of the first preferred stock sto'
1all be paid in full the principal and ali uni
iyldends accrued to date of payment In A
reference and priority, after which the of
ntire remainder of the assets shall he con
attributed among the holders of the com. VIII
ION stock. ~' ~
Neither the capital nor the canitaI ent
took or the corporation (ercept the first sha
referred stock shall be decreased with vot
Ut the consent Of three-fourths q I4s( NJ pro
ne outstanding FIRST preferred stock. on.
subject to the above provisions the t uut
ntire voting power shall be vested in tha .ne
ommon stock OF the corporation VII