The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-26
CHARTER.


be full paid and non -assessable when Is
sued, and may be issued for labor. services
or property actually received by this cor
poratiOn. or for cash to be paid at such
time and in such amounts and after such
notice rs may be determined by the Board
of Directors, or on a pro rata basis when
ever the surplus funds or property OF the
corporation shall so warrant in lieu of
the declaration of cash dividend. or as
otherwise provided by law, and all said
certificates shall be personal property.
No transfer of any certificates of said
stock shall be binding uTSn this corpora
ton unless made in accordance with the
terms of said certificate, the charter aud
bylaws of the corporation, and recorded
on the books thereof. In no case shall any
stOCkholdCr have the right or privilege Of
selling or in any manner dispOSing of any
certificate of common stock issued by this
corporation without first having offered
the same to the corporation in writing.
through its Board of Directors. The
Board of Directors. for the corporation
or any member of said Board, or any
subscriber TO this charter, for himself,
shall have the right and option to purchase
any stock So Offered within thirty days
at the book value of said stock, as estah
lished 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 be voted until after all of the fore
going formalitirs shall have been fully
complied with. Should there be any dis
Vute az TO such book value. the determine
ton Of such value shall be submitted to
arbitration. one arbitrator to be appointed
by the vendor and one by the purchaser.
and in the event Of their disagreement
they. shall elect an umpire. and the de
riSion of such arbitratorS or umpire. as
he case may be. shall be final and bind
ing on all parties thereto. All common
stock shall be- obtained and held subject TO
these provisions, and every sale, pledge.
enCumbrarce or other disposition of said
IT, h.,n IN sinh
provisions. All such stock so 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. The
preferred stock issued by this corporation
shall he entitled To an annual dividend at
the rate Of. but never exceeding. ten per
cent O0'c) per annum, cumulative from
and after date of issue payable mt such
periods as the Board of Directors may de
tprmine out of the net profits of this cor
poration. before any dividend is paid upon
the common stock. Should the net profits
in any year 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-
dendS are paid upon the common stock
The preferred stock shall have no voting
power whatever and shall never partiCi-
pate In the profits of this corporation be-
NOn0 It's 1lAtu prtlefentl3l cumulative an
nual dividend OF ten per cent QoGc); 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 ba distributed among the
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 ont of the net profits
such dividends as the Board of Directors
may declare. from time to time, except
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 on
the common stock until all accrued divi-
dends 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 in the assets of the corpora
ton. share and share alike. after the pre-
ferred stock shall have been paid in full
up to it's principal or par value plus ac-
crued and unpaid dividends, IL any, at the
rate of ten per cent l0ot) per annun.
The subscribers to this charter. in con
sideration of such subscription. are hereby
granted the irreyocable 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 as here
matter stated. shall be vested in and eX-
erCiSed by Board of not less than three
nor more than twenty one Directors. as
the voting stockholders shall from time TO
time determine. each of whom shall hold
in his own name at least one share of the
common stock Of this corporation. Said
Board of Directors shall be elected on the
thirty first day of January of each year
following the date of this act. unless such
day shall fall on a legal holiday, and in
fhaF hn ill.,
which is not a legal holiday or on such
day thereafter as the Board of Directors
shall determine. All 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 or
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 be given by mailing to each
common stakeholder who appears on the
books Of this corporation. mt his last deS-
ignated address or care of general deliv-
cry. at New Orleans. If he has not desig-
mated an address. notice stating the
time and place of the meeting. Each share
holder shall be entitled to one vote for
each share of common stock recorded In
his name on the books of this corporation
AS elsewhere herein provided, to be- cast
in person or by written proxy. and a ma
jOrity of the votes cast shall elect. Failure
10 eject directors on the 0ay above Sppcl-
fled shall not dissolve this corporation nor
in any way impair its corporate manage
ment or authority, but the Directors then
in office shall remain in office until their
successors are elected and qualified. after
due notice of another election shall have
been given as above provided. The Board
Of Directors shall. without delay, after
such annual election. elect from it's mem
bership President. n Vice President and
a Directing Manager, who shall constitute
the Executive Commute. which during the
interim between meetings Of the Board of
Directors shall exercise all powers of said
Board. At such meeting said Board shall
also elect or appoint Secretary and a
Treasurer, and such additional Vice Presi-
dents and other officers as the Board NAV
deem advisable, who may or may not be
either stakeholder or director. The Board
or directors may appoint one person to be
Secretary and Treasurer. and, from time
10 time. name such other employees as
they may deem necessary. The Board
OF Directors shall have the management of
the business of the corporation, and sub
Ject to the restrictions imposed by law and
by this Certificate of Incorporation ma,
exercise all the powers of the corpora-
ton, and without prejudice to such general
powers 1t is hereby expressly declared that
the Directors, by unanimous action. shall
have the following specific powers to-wit \
To make. alter and amend all bylaws
rules and regulations necessary for the
proper management Of the business of this
corporation. not in conflict with this act
To purchase or otherwise acquire for the
corporation. any property. rights or priv
lleges which the corporation is authorized
10 acquire. To pay for any service labor
or property received by the corporation,
either wholly or partly, in money. stocks.
bonds. debentures, income certificates GER
tflcates or Indebtedness. or other securi-