The herald., 1920-01-01

n true copy.
ELDON S. LAZARUS.
n Notary Public.
AMENDMENT TO CHARTER KR,UsS
BROTHERS LUMBER COMPANY.
United States of America. State of Louis
iana, Parish of Orleans, City of New Or
leans. BE it known that on this 18th day
Oh the Month of November, in the year
one thousand, nine hundred and nine
Teen, and of the Independence of the
United States of America the one hum
dred and forty-fOurth, before me, Eldon
. Lazarus, notary public, duly COM
mlSsiOnrd and qualified in and for the
Parish of Orleans. State of Louisiana
therein residing, and in the presence of
the witnesses hereinafter named and nm
derSlgned. personally came and appeared
Marcel krauss and Alexander Krauss
PRESIDENT and Secretary, respectively, of
hrauss Brothers Lumber Company. a cor
poratlon created under the laws of the
State of Louisiana by act before Herman
Michel, late notary public for the Parish
OF orleans on April IL. 1913, recorded in
Mortgage office book 10SS folio 452 and
amended by act before the same notary
passed on October Goth. 1918, recorded in
Mortgage office book 1857, folio $50. and
again amended by act before the same
notary passed on February 2S, 1917, re
40l.
And the said appearers, acting in their
said capacities, and in behalf of said cor
pOratiOn, by virtue of the authority CON
ferred on them by the stockholders of
said company on the 18th day of No
vember, 1919, as will more fully appear
by a certified copy of the resolutions
adopted at the said meeting of stockhoId-
ers, which is annexed hereto. declared that
a general meeting of the stockholders
OF the said Krauss Brothers Lumber
Company was duly convened and held at
tne offices of said company in the City
OF New orleans on the 18th day of No
vember, 1919, for the purpose of con-
sidering the making of certain changes
ana amendments to the charter of said
company, that ut said meeting the said
stockholders unanimously voted to amend
the charter thereof and to authorize the
said appearers to come before me- the un-
dersigned notary public, to preserve and
embody in due legal form, the said action
accordingly further declared that they
have appeared before me, notary public
under the authorization aforesaid, for the
purpose of embOdying in proper and au-
thentic form the action of the stockholders
In altering and amending Articles ", V
and vi of the charter of said company so
that said articles shall hereafter read and
be as follows:
ARTICLE Iv.-The capital stock of
this corporation is hereby fixed at one
OF ten thousand shares of the par value
of one hundred ($100OO) dollars per share.
which said capital stock shall be divided
as follows:
]. s4O0,O00.O0 thereof consisting of 1000
shares shall be preferred stock, and
5000, 10000 thereof. consisting of 5000
shares shall be common stock.
2. Said preferred stock. subject to the
provisions and stipulations hereinafter set
forth, shall be divided into the following
two classes:
(al s35OOOoOO, consisting of $500 shares
shall be designated as preferred stock, |
Class a." and
(bl 100000, consisting of 500 shares, |
shall be designated as preferred stock. |
Class "B."
3. All of said preferred stock, both |
Class "A" and Glass 'B'' shall be en-
titled by preference and priority over all |
Of said common stock to dividends in each |
and every year at the rate of seven per |
cent per annum, payable out of the profits |
Or earned surplus, semi-annually on Feb |
rurary LIST and August LIST of each year |
said dividends shall be cumulative, but |
limited to seven per cent per annum, and |
no dividend shall be paid on, or set aside |
for, the common stock until all the diyi-
bends on the preferred stock shall have |
been fully paid. In the event of the dis
solution or liquidation of the corporation, |
Or of any distribution of the assets of the
par value of all preferred stock, legally |
issued and outstanding, shall be paid to
he holders thereof in full with the I'M
paid dividends and accrued interest there
innpm before any payment shall be set
aside for, or made to, the holders of the
common stock.
4. The only distinction between preferred
'tock Glass "a" and preferred stock Glass
'B" shall be that for five years after its
80
,e convertible into common stock of the
ompany Cf at the time there be any
Inissued common stock in the treasury
# the company at the then book value
# the common stock: such conversion to
'e at the pleasure Of the holder Of said
stock Glass "B" at the end OF
ny fiscal year. Upon such conversion,
he converted stock shall De entitled to
hare in the dividends earned or paid
hereon only for the ensuing year, the
ividends thereon as preferred stock up
0 the date of such conversion. Except for
his conversion privilege, there shall be
o distinction whatsoever between pre-
lass 3D." and wherever else in this
barter reference shall be made to pre-
erred stock, it shall be construed to
lean, without discrimination, the sum
,tal Of the Glass "a" and Glass "B" pre- :
FRED stock.
g. Said preferred stock may be retired
$4,000 per share at the end of any :
seal year out of the net earnings or sur
lus of the company, but such retirement
lall be left entirely to the discretion of I
lie Board Of Directors of the company,
no shall give at least three months pre- I
Gus written notice of such intended re- 4
The method of such retirement C
lall also be left to the discretion of the v
Dard of Directors. but no retirement of l
e preferred stock Class "B" shall be h
fected until after the lapse Of the con- C
rsion privilege on that particular stock, b
set forth in paragraph four az Of this a
ticle. o
g. The preferred stock Glass "a" and the
.eferred stock Glass "B" and the common G.
ock shall all have equal voting power; O
at is. the holders thereof shall be en- s.
led at all meetings Of the stockholders d
the company to one vote for each share
stock held by them. N
T. All or any portion Of the preferred q
ock that Is retired may be reissued by O
e Board Of Directors to such person or v
rsons as said Board of Directors shall Of
for not less than par, and said A
ock when so reissued shall have all the r,
me rights and privileges and shall be Il
bject to all the same terms and con- Il
tons as the original stock: provided 9,
at none Of the preferred stock Class q
J" after being retired may be reissued el