The herald., 1920-08-19
CHARTER
poration shall be in the civ of H.,

tectlonS and other kindred products.
ARTICLE IV.-Thfs corporation shall
have all of the powers and authority vest
81 IN corporations under the laws Of tn,
state OF Louisiana, and shall have the an
thOrlty to do and perform any and all
lhlhSS necessary for the performance o.
Ia" objects for which this corporation
organized or germane or incidental there
ARTICLE V.-Thc capital stock of thf.
corporation il hereby fixed at fiftN-ou,
thousand dollars ($ilOrOOO. divided a..
follows. Five hundred (JpDl shares of pre-
TERED stock of a par value OF one huudrc,
dollars tSlOO.O0J per share. and Oh" thou>-
and ilOouD shares of common stock of q.
par value Of one dollar jSl.UOt per share.
The capital stock may be increased a.,
follows: The preferred stock may bc in
creased by one hundred GOOJ shares addi-
tional of par value Of one hundred dol
lars (SlOO.pDl per share. making the total
authorized preferred stock herein sixty
thousand dollars t$GO.OCOOO J The common
stock may Ice increased by one thousand
(l.ODb shares additional Of a par vain,
OF one dollar tSlOOD per share making th,
total authorized common stock herein two
thousand dollars lS2.OOUUND The prrfrrro,.
stock issued or to be issued by this cor
poratlon shall bear eight per cent IS,
dividend per annum. which dividends shall
b" cumulative. The said preferred stock
shall be subject to call by the Board OF
Inr,' Tors OF sald corporation ut one hun
drrd and five dollars iSlUJOOb per shar.
NJ the end OF any fiscal year of the curppr-
alton The preferred stock shall have no
NoilnE poWtr MI of the voting power
"i TINS corporation shall be and il hereby
vested IN the common stock. Each stock
holder shall Ice entitled to vote at any
stockholders meeting in the proportiOu OF
on" vote for each share of common stock
owned by him ana registered on The book s.
Ot TINS corporation in his name. No df,i
dcnd shall hC declared or paid to the com.
mon stock Of this corporation until after
all of the preferred stock issued Iv III.
COFnurHtIbn shall have ht.U LII a
tired. No owner Of the common stock a..
TINS corporation shall sell OF transfer ANY
Of the stock so owned by him until after
u" shall have rendered TO this corporation
for purchase his said shares sf cOmm"-
stock. said tender TO be msH- to the
Hoard of Directors of thiS corporation
officer. "Id the Board of Directors shall
.5N" the right to purchase said stock ar
book value. and the holder of said stock
agrees 10 sell said stock in accordance with
the provisions of this article If after -
lapse of 30 days the said Board of III
rectorS fails to purchase or declines 10
purchase said stock at book value the
holder mad owner thereof shall have the
right to dispose of same as he may SEE
fit. Upon the purchase of any Su"n rom
mon stock by the Board of Directors q:
this corporation. said stock shall be sold
and distributed to and among the owners
of the common stock of this corporation
in proportion to their then holdings and
said stock is to be paid for by such dis
tributes at book value. II any such dis
tributes decline to purchase any part of
such shares his proportion shall be again
divided among the remaining holders -
common stock in proportion TO their hold
ings.
ARTICLE VI-An the corporate mowers
or this corporation shall he vested in q
Board Of Directors consisting of not l.s>
than three 90 nor more than fifteen O5l
but which Board shall always consist of
an odd number Of Directors. and the mem
berS of which Board shall be increased III
to fifteen Qj) by a vote of the stock
holders at any annual or special meeting
thereof. For such election of additional
directors majority vote of the stock
holders voting by shares shall be neceS-
sary. The Directors shall be elected an
nually at the annual meeting of stOckhold-
erS. or any deferred meeting of said an
nual meeting of stockholders. Said annual
meeting to be held on the second Monday
OF January of each year. In the event the
annual meeting of stockholders is not held
as herein fixed. the incumbent Directors
and OFFICERS shall hold over until the cleo
ton and qualification of their successors.
In the event the said annual meeting
not held on the date herein fixed il NAV
he held at any other date subsequent there
to by call of the Board of Directors To
that end, but officers and Directors shall
IN no event he elected more than once dur
ing any calendar year. Vacancies on the
Board Of Directors shall be filled at a
special meeting of stockholders held 70
the purpose. All notices for stockholders
hi'fNilE sndI ne upon fifteen lid uaNS
notice by registered mail to the las
known address of each stakeholder :
majority vote of the entire OUTSTANDING
common stock at any special or regular
meeting of stockholders shall be necessary
TO constitute the act of this corporation
except where otherwise provided by law
Wherever a vote of the stock of this cor
pOration is mentioned herein and for al
other purposes whatsoever. il is intended
10 apply only to vote of the common
stock. At the annual meeting or any an
nual meeting of the stockholders of this
corporation. the stockholders shall elect
the Board of Directors of this corporation.
TO consist of such number of Directors Il.
shall be incumbent on the date of sucl
meeting and said stockholders shall like
wise elect at such meeting officers to
serve the corporation. which officers shall
be selected from among the number of the
Board of Directors elected at said meeting.
and the term of office of which officers
shall be co-extensive with the term of the
Board of Directors. In the event of an
vacancies in the Board of Directors or
the officers, such vacancies shall be filled
at special meeting of the stockholders
called as herein provided. ANY increaS
in the number of the Board of DrectO'
shall be decided upon and the selection of
the incumbent to fill such increased num-
Der or numbers shall be voted upon ut a
special or an annual meeting of stOckhOld-
erS by a majority vote thereof. Special
meetings of stockholders for all purposes
may be called by the President and must
be called upon the request of more than
500 of the outstanding stock. The stock
holders shall have the power and author
ity TO draw up and adopt such bylaws
as may be deemed necessary or desirable.
ARTICLE vI.-The Officers of this cor
poration shall be: a President and Gen
eral Manager; one or more Vice PreSi-
dents, and a Secretary Treasurer. Until
the annual election of officers and directors
to be held in the year 1921, the following
shall constitute the officers and directors
Of this corporation Claude S. Hammock.
President and General Manager; Clarence
j. Large, Vice President and J. Bonner
Gladney, Secretary Treasurer. The Presi-
dent and General Manager shall have the
power, without other authority, to man
age and direct the business and policies
of this corporation and TO do any and all
acts necessary or pertinent to the opera
ton and conduct of the business to be con-
Quoted by this corporation.
ARTICLE VIII.-This corporation shall
be and is hereby authorized through its
Board of Directors or through its stock
holders. at any regular or special meeting
to buy in the stock of this corporation.
ARTICLE IX.-Any property transferred
to this corporation in consideration for
the issuance by ii of its stock is described
and appraised according to law on the in
ventory. attached hereto and to be read
herewith
ARTICLE X.-Service of process shall be
made upon the President of this corpora
ton, and. in his absence. upon any other
OFFICER and otherwise according to law.
ARTICLE XI.-This corporation shall
exist and have succession for a period of
nintey-nine years
ARTICLE XII.-This corporation shall
be lquidated or dissolved pursuant to the
provisions Of existing laws relative there
ARTICLE XIII.-The subscribers to this
act of incorporation and to the stock
thereof have signed their names and ad-