The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-01
CHARTER.

entitled TO all earnings OF the corporation |
over and above the cumulative dividend
of eight go per cent per annum, herein |
reserved for the preferred stock, except |
that no dividend can be declared on the !
common stock until all accrued dividends |
on the preferred stock have been declared |
and no dividends can be paid on the com
mon stock until all accrued dividends on |
the preferred stock have been paid.
In the event of liqhrIat;On, dissolution
or winding up. whether voluntary or in
voluntary, of the corporation. after the
payment in full to the preferred stock OF
its principal. ut par value plus accrued
and unpaid dividends. if any, at the rat"
of eight 81 per cent per annum, the re
naming assets and funds of the corpora
tiOn shall be divided among the holders
of the common stock in proportion TO
the shares held 10y them respectively.
The voting power of the corporation shall
be vested exclusively i'll the common stock
unless the Company b" IN arrears in the
paympnt of four quarterly dividends on
lis prefrrred stock, As above provided, in
which event the sole voting power shall
be in the preferred stock until the divi-
dends in arrears shall have been fully
paid.
Scctiop o, The whole of the preferred
and common stock of this corporation or
any part thereof may he issued and de
livcrrd to any person. firm or corporation
/ for the acquisition of rights, privileges,
] propertv, business or good will, or any
B
. person. firm or corporation.
The BOARD hereinafter created is spec
/ ialIy authorized to issue and dispose OF
stock for any or all of the purposes above
stated, AS in its Judgment may seem fair
and urOppr. There is annexed hereto,
TO he read in connection herewith, an
I accurate detailed and itcmizUd deScrlp-
ton of the property conveyed to TINS
/ corporation in payment or subscriptions
IA lis capital stock the said property
..s.-tf Of ita4 irn
ties of the johnson Iron Works, Ltd. Ca
CORPORATION organized 10y act before
James Fahcy. Notary Public of the
Parish of Orleans. dated May -. 1883,
recorded in the mortgage office Of the
Parish of Orleans, in book 30, folio I'D
and all of the dry docks. lands and phy-
: steal assets and good will formerly be
longing TO the New Orleans Dry Dock
Shipbuilding Company.
, ARTICLE V Section l. All of the
powers of this corporation shall be vest
ed in and exercised by Board of Iii
, rcctors Of not less than seven ca nor
more than fifteen 10, TO be named from
! among the holders of common stock. ht
number of Directors within said limits
! shall be fixed at the annual meeting %:
stockholders. provided that should the
; the number at any time he less than I'll,
maximum of fifteen Directors. the record
{ holders of a majority o. tie common
stock (uncSs the common stock should
| have lost the right to vote because OF
) arrears in dividends on preferred STOCK
q as herein prOvided) may at any time by
an instrument in writing, increase the
I membership of the Board to any number
I not in excess of fifteen. and name hold
; crS of common stock TO fill vacancies thus
4 created. In intervals between meetings
of the Board of Directors, All The power,
T of the corporation may be vested in and
D exercised by an executive committee OF
nor less than five Directors 10 ',e appoint
ed by the Board Of Directors. Unles'
l otherwise provided in the bylaws OF the
10 Company. five directors shall constitute
"A quorum of the Board. The Board o.
5 Directors shall he elected annually by
!" ballot ut a stockholders meeting, to b'
5 held on the first legal day of May. of eacl
year. after due notice. given by mailing
/ same to the stockholders entitled to vote
4 ut their last known post office address
4 or if none be known, then to the Gen
d cral Delivery AT New Orleans, Louisiana
, / at least fifteen days before tie date o
2 said meeting. Upon election for Direc
r tors. as upon all other matters. the RICH
} TO vote shall be vested exclusively in tn
q common stock unless the Company be i
- arrears four quarterly dividend payment
e on the preferred stock, in which event tn
II sole voting power of the Company sha
he in its preferred stocs until the divi
d, dends in arrears shall be -uily paid u
"A as hereinabove provided. In case OF an
a Vacancies in the Directorate, thrOug
= death. resignation, disqualification G
- other cause. a successor to hold office fO
"A the uneXpired term of the Director who's
!, term shall be vacant. and until the ele,
"a ton of a successor, shall be appointed b
~ the Board of Directors in accordance wit
~ the written directions Of a majority
- the holders of the class or stock, then Ell
go titled to vote. Failure to elect Dire
~ tors upon the day specified shall N
~ dissolve the corporation, but the Dire
tors then in office shall continue in o
III flee until their successors are electe
n and qualified. The Board of Director
-. II -,
n, nual election shall elect from their nun
~ Der a president and or more viz
ne presidents, who without mineral desis
y nation shall rank in tie order in whiC
r. they are elected, and they shall likewi
n elect but not necessarily from their nun
or Der. Secretary and a Treasurer (wf
e may be the same individually and sue
ri other officers and sucn committees
III the Board of Directors shall deem nece
rs sary. The Board shall nave power,
Ill its discretion to unite two or more o
Il ficeS and to confer the same upon oil
X person, and shall have the power to f
Il the salaries of all the aforementioned o
e ficers and of such further officers al
n agents as they may deem necessary.
Ut At any meeting of the Board of Dire
" =, tors. any Director absent from the NEE
"a ing may be representec oy any other II
81 rector. who may cast the vote of the sa
nv absent Director, according to the write
VI directions, either general or special,
~ the said absent Director.
oii Section .. In furtherance and not
n | limitation of the powers conferred
law, the Board of Directors is herel
We expressly authorized:
It (a) To make and establish as we'll
in alter and amend all bylaws, rules al
n regulations necessary and proper Tor t
us support and management of the busine
% and affairs of said corporation, not inco
il sistent with its charter;
RS Oh To borrow money necessary for {
ice ordinary business operations of the CO
ne pOratiOn and through the president
Is some other duly authorized agent
10 agents to execute mortgages, or pledg
ng and issue notes. bonds or other oblig
ice tons. for such amounts and on such teri
US as in their judgment may be deemed a
Ia vantageOus, and generally to do all thin
&c reasonable and necessary for the prop
ma. carrying on of the business of the CO
he pOratiOn; provided, however that so 10
Nv as any of the preferred stock Is outstan
lth ing the corporation shall not incur a
lgs additional Indebtedness, secured by mo
II gage or pledge of any of the proper
lth acquired by it upon its organization e
Dr. cept Liberty Bonds, contracts, claims a
all Obligations) without the consent in WI
ION ing of the holders of seventy-five (15) I
re- cent of the then outstanding PREFER
eot stock, and of the Securities Sales Co
AID pany of Louisiana, Inc.
lne (c) To issue and deliver fully p;
W.. shares of stock and bonds or obligatiC
NJ of said Company, in payment of proper
oe or rights actually received by said c.
pOratiOn;
re- LAY To dirocf ha nsa a