The herald., 1920-09-02
CHARTER.


be full paid and non -assesSabie when IL
sued. and may be issued for labor. services
or property actually received by TINS COT
poratiOn. or for cash to be paid at such
time ard in such amounts and after such
notice as may be determined by the Board
of Directors, or on pro rata OASIS Nhrh-
ever the surplus funds or property OF thr
corporation shall so warrant IN lieu OF
the declaration of cash dividend, or aS
otherwise provided by law. and all sald
certificates shall be personal property.
No transfer of any certificates Of SAID
stock shall be binding upon this corpora
ton unless made in accordance with the
terms of said certificate, the charter ana
bylaws of the corporation, ana recorded
on the books thereof. In no case shall any
stakeholder have the right or privilege Of
selling or in any manner dispOSing Of any
certificate of common stock issued by TINS
corporation without first having Offered
the same to the corporation in writing.
through its Board OF Directors. The
Board of Directors. for tn" corporation
or any member of said Board, or any
subscriber to this charter, for himself.
shall have the right aud option to purchase
any stock 80 Offered within thirty days
at the book value of said stock. a. estab-
li>hcd by the last regular inventory; and
under no conditions shall the transfer OF
any said stock be recorded on the books
of the corporation. nor shall any said
stock he voted until after all of the fore
going fOrmalitirS shall have been fullN
complied with. should Their" be any dlS
ton OF such value shall be submitted 10
arbitration. one arbitrator to he appointed
by the vendor and one by tn" purchaser,
aud in the event of their disagreement.
they shall elect an umpire. and the de
ciSion of such arbitratOrS or umpire. a.
the case may be. shall be final and bind
in. on all parties thereto. All common
stock shall b" obtained and held subject 10
these provisions. and every sale, pledge,
cnrumbrarCe or other disposition of said
stock shall be made subject to all said
provisions. All such stock 80 acquired by
the corporation may be re-iSSued for the
consideration and under the conditions
herein provided for the original issue Of
the capital stock of this corporation. Tn"
preferred stock issued by this corporation
shall he entitled To- an annual dividend al
the rate Of but never exceeding. ten per
cent G0Cl per annum. cumulative from
and after date of issue, payable ut such
periods as the Board of Directors may de
rprmine out of tn" net profits of this cor
pOratiOn. before any dividend is paid upon
the common stock. should the net profits
i'm any wear be Insufficient to pay said
preferred dividends. either in whole or in
part, any unpaid portion thereof shall
become Il charge against the net profits
of this corporation and shall be paid in
full out of said profits before any diVi-
dcndS are paid upon the common stock.
The preferred stock shall haN" no voting
power whatever. and shall never partici-
pate in the profits of this corporation be
yond its fixed preferential cumulative an
nual dividend of ten per cent OO'cD; but.
in the event of any liquidation. dissolution
or distribution of the assets Of this cor
poration. shall BE- paid in full up to its
principal or par value. plus any then ac-
crued and unpaid dividends. before any
amount shall be distributed among IN"
owners of the common stock. The com
mon stock issued by this corporation shall
have all voting power and shall be en-
titled to receive out OF tn" net profits
such dividends as the Board of Directors
| ina. N
that no dividend can be- declared on the
common stock until all accrued dividends
on the preferred stock shall have been
declared. and no dividend can be paid oil
the common stock until all accrued divi-
bends on the preferred stock shall have
been paid. In the event of any liquidation
or dissolution or distribution of the assets
of this corporation. the common stock
shall share i'm the assets of the corpora
ton. share and share alike, after the pre-
ferrcd stock shall have been paid I'm full
up TO its principal or par value, plus ac-
crued and unpaid dividends, If any, at the
rate of ten per cent CiOcc) per annup.
The subscribers to this charter. in con
sideration of such subscription. are hereby
granted the irrevOcable right and option
to subscribe at par to any and all stock
of whatever class. the issue or Reissue of
which may be authorized by this corpora
ton AT any time.
ARTICLE VI-All of the corporate pow.
erS of this corporation, except a here
| matter stated. shall he vested in and eN-
erciScd by q Board of not less than three
| nor more than twenty one Directors. as
/ the voting stockholders shall from time "a
| time determine. each of whom shall hold
| in his own name at least one share of tn,
| common stock of this corporation. Said
! Board of Directors shall he elected on the
I thirty-firSt day of January of each year
| following the date of this act. unless such
| day shall fall on Il legal holiday. and in
| that event on the next succeeding day
which is not a legal holiday or on such
| day thereafter as the Board of Directors
| shall determine. MI such elections shall
| be held under such regulations as the
| Board of Directors then in office may de.
| termine, and Of all meetings of stock
| holders for the election of Directors oil
| Increasing or decreasing the membership
| of said Board or anyOther purpose except
| that of dissolution. or as otherwise re-
quired by law, not less than seven days
notice shall he given by mailing To cacl
common stakeholder who appears on IN,
| books of this corporation. ut his last deS
| ignated address or care of general dpliV
cry, ut New Orleans, if he has not deSig
mated an address, notice stating th'
time and place of the meeting. Each share
holder shall he entitled to one vote fo
| each share of common stock recorded il
his name on the books Of this corporation
rs elsewhere herein provided. to be cas-
in person or by written proxy. and ma
jOrity of the votes east shall elect. Faiur,
to elect Directors on the day above speci
1leu snail not dissolve thlS corporation no
in any way impair its corporate manage
ment or authority. but the Directors thpI
in office shall remain in office until thei
| successors are elected and qualified. afte
due notice of another election shall hay
been given as above provided. The Boar,
of Directors shall. without delay. afte
such annual election. elect from its mem
berShip President Il Vice President an,
Directing Manager. who shall constitute
the Executive Committe. which during tn
| interim between meetings Of the Board q
| Directors shall exercise all powers of sal,
Board. At such meeting said Board shall
also elect or appoint Il Secretary and
Treasurer. and such additional Vice Presi
dents and other officers the Board ma,
deem advisable. who may or may not b.
either stakeholder or director. The BOar'
of Directors may appoint one person to b.
Secretary and Treasurer. and. from tim
to time, name such other employees a
they may deem necessary. The Boar
of Directors shall have the management o
the business of the corporation. and. sub
ject to the restrictions imposed by Law ani
by this Certificate of Incorporation. ma
exercise all the powers of the corpora
ton. and without prejudice to such genera
powers, 1t is hereby expressly declared tina
the Directors. by unanimous action. shall
have the following specific powers, tO-wit
To make, alter and amend all bylaw.
rules and regulations necessary for tn
proper management of the business of thi
corporation. not in conflict with this act
To purchase or otherwise acquire for tn
corporation, any property. rights or priv
ileges which the corporation is authorizes
to acquire. To pay for any service. labO
or property received by the corporation
either wholly or partly, in money. stocks
bonds, debentures, income certificates, Ger
tificates of Indebtedness. or other securi
ties of the corporation. To borrow none