The herald., 1920-06-17
CHARTER.

over anu dUONe lne cumulative ulNluenu
of eight (S) 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 nave Deen 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 Iiqsrdat: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. at par value plus accrued
and unpaid dividends, if any, at the rate
Of eight (SD per cent per annum, the re
naming assets and funds of the corpora
ton shall be divided among the holders
of the common stock in proportion to
the shares held by them respectively.
The voting power of the corporation Suah
Toe vested exclusively in the common stock
unless the Company b. III arrears in the
payment of four quarterly dividends on
it> preferred stock, a. above provided. in
which event the sol" voting power shall
he in the preferred stock until the diVi-
dends in arrears shall have been fully
paid.
Section O. The whole of the preferred
and common stock of this corporation or
any part thereof may he issued and de
livrred to any person firm or corporation
property, business or good viii. or any
part thereof. owned or controlled by such
person, firm or corporation.
The Board hereinafter created is spec
tally authorized to issue and diSpOS" Of
stock for any or all of the PURPOSES above
stated. rs in its judgment may seem fair
and proper. There is annexed hereto,
to be read in connection herewith. an
accurate. detailed and it"miZcd descrip-
ton of the property conveyed to this
corporation in payment OF subscriptions
{" its capital stock. the said property
consisting of the entire assets and liabili-
ties of the Johnson Iron Works. Ltd. Ca
corporation organized by act before
James Fah"y. Notary Public of the
Parish of Orleans. dated May - 1883
recorded in the mortgage office of the
Parish OF Orleans in book 30 folio l23J
and all of the dry docks. lands and ply
steal assets and good will formerly be
longing to the New Orleans Dry Dock n
Shipbuilding Company.
ARTICLE V Section !. All Of the
powers OF this corporation shall he vest
ed in and exercised by Board of Iii
rc"torS of not less than seven "a nor
more than fifteen 90. to be- named from
among the holders of common stock. The
number of Directors within said limits
shall be fixed at the annual meeting o.
stockholders provided that should the
the number AT any time be- less than the
holders of a majority o. t:lc common
stock unless the common stock should
have lost the right TO vote because OF
arrears in dividends on preferred stock
rs herein prOyided) may at any time by
an instrument IN writing, increase the
of the Board to any number
not in excess of fifteen. and name hold
crS of common stock TO fill vacancies thus
created In intervals between meetings
of the Board of Directors All the powers
Of the corporation may be vested in and
exercised by an executive committee of
not less than five Directors to ;lc appoint
ed by the Board of Directors. Unless
otherwise provided in the bylaws of the
Company. five directors shall constitute
Il quorum Of the Board. The Board of
Directors shall he elected annually by
ballot at a stockholders meeting TO be
held on the first legal day of May of each
wear. after due notice given ~ mailing
same To the stockholders entitled TO vote
AZ their last known post office address
Or If none be known. then to the Gen
'ral Delivery at New Orleans. Louisiana
at least fifteen days before rae date of
said meeting. Upon election for Direc-
.orS. as upon all other matters. the right
10 vote shall he vested exclusively in the
common stock unless the Company be in
arrears four quarterly dividend payments
In the preferred stock, in which event the
sole voting power of the Company shall
Ie in its preferred stOcS until the divi-
lends in arrears shall be -IiIy paid up
Is hereinabOve provided. In case of any
iacancies in the Directorate. through
ieath, resignation. disqualification or
'ther cause, Il successor to hold office for
re uneNplred term of the Director whose |
ERIN shall he vacant and until the cleo |
ion of a successor. shall be appointed by |
he Board of Directors in accordance with |
he written directions of majority of |
he holders of the class or stock, then en-
tiled to vote. Failure to elect Direc- |
ors upon the day specified shall not |
dissolve the corporation. but the Direc-
ors then in office shall continue in Of !
Ice until their successors are elected |
nd qualified. The Board of Directors |
{ the first meeting following each an
nal election shall elect from their num-
er a president and one or more vice
residents who without mineral dpsig-
alton shall rank i'm the order in which
hey are elected. and they shall likewise
lect but not necessarily from their num-
er' secretary and a Treasurer (who
nay he the same individuaD and such
Their officers and Suc- committees as
ne Board Of Directors shall deem neces-
airy. The Board shall save power in |
IS discretion to unite two or more of.
ices ana TO confer the same upon one
erSoh; ana snail have the power to fix
ne salaries of all the aforementioned of
lcerS and of such further officers and
gents as they may deem necessary.
At any meeting of the Board of Dirpc-
orS. any Director absent from the meet
NJ may be repreSente- oy any other Di-
ector who may cast the vote of the said
nSent Director. according to the written
irections. either general or special of
he said absent Director.
Section >. In furtherance and not in
of the powers conferred nv
NV, the Board of Directors is hereby
Xpressly authorized:
(a) To make and establish as we'll os
Tier and amend all bylaws, rules and
equations necessary and proper Tor the
uppOrt and management of the business
nj AFFAIRS OF said corporation, not incon.
iStent with its charter;
90 To borrow money necessary for the
rdlnary business operations of the cor
Grafton and through the president or
ONE other duly authorized agent or
gents 10 execute mortgages. or pledges
nj Issue notes. bonds or other obliga-
OnS. for such amounts and on such terms
In their Judgment may be deemed adj
ambiguous, and generally to do all things
lasonable and necessary for the proper
FRYING on OF the business of the cor |
oratlOn: provided, however. that so long
any OF the preferred stock is OutStand-
IL the corporation shall not incur any
ldlnonal Indebtedness. secured by mort
age or pledge of any of the property
CURED ny IT upon its organization Tex
,pt Liberty Bonds. contracts Claims and
Dligations) without the consent in writ
g of the holders of seventy-fiye (75) nor
mt or the then outstanding preferred
ock, ana OF the Securities Sales Conn |
my of Louisiana, Inc.
tc) To issue and deliver fully maid I
lares OF stock and bonds or obligations {
Salu company. in payment of prOperty
)ration; :
td) To direct or determine the use and !