The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-15
CHARTERS.

/ " nave and 10 exercise all the powers con-
ferred by the laws of Louisiana upon cor
porations.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at seven hun
dred and fifty thousand dollars ($75O, O00)
divided as follows:
Three hundred and seventy-five thous-
and dollars (S315,OO0) of preferred stock
represented by three thousand, seven hun
dred and fifty $3.50 shares of the par
value of one hundred dollars (Sl0O) each
and
Three hundred and seventy five thousand
dollars (S3I5,O00) of common stock rep
resented by three thousand, seven hun
bred and fifty (3,750) shares of the par
value of one hundred dollars (Sl00) each
all of said capital stock to be full paid
and -assessable.
Separate and distinct certificates shall
be issued for each class of stock. Said
stock shall be paid for in cash, at such
time, in such amounts and after such
notice to the subscribers as may be fixed
by the board of directors, and the same
may be issued at not less than par for
labor done and property actually received
BY the corporation.
The corporation shall not become a GO
ing concern and be authorized to do bust
ness until the full amount of its capital
stock, to-wit, $3.50, 200 shall have been sub
SCriDed and paid for.
Preferred stock shall be and is entitled
TO preference and priority over common
stock in the following manner, to-wit To
receive cumulative dividends at the rate
OF seven per cent (1) per annum, account
ing from February /. 1920. payable in one
or more inStallments as the Board of Di-
rectors may determine, before any divi-
dend on the common stock shall be paid.
and, upon liquidation or dissolution,
whether voluntary or Involuntary after all
of its debts shall have been paid, the re-
naming assets, property and effects shall
be applied to the payment of the preferred
stock at par, with any unpaid dividend
thRrpOu
ment is made to the holders of the COM
mon stock; the balance then remaining
shall be divided among and paid to the
holders of the outstanding common stock
pro rata. The common stock shall be en-
titled TO all net earnings and profits in
excess OF the cumulative dividend of seven
per cent "a per annum to be paid on the
preferred stock, as herein provided, but
no more than six per cent 90 dividend in
any one year shall be paid upon the COM
mon stock unless and until after the pay
ment thereof, there shall remain a sur
plus equal to fifty per cent (J0) of the
par value of the then outstanding pre-
ferred stock in which event dividends in
excess of six per cent per annum may be
paid upon the common stock.
The Board of Directors shall have full
power and authority to redeem and retire
the whole or any part of the preferred
stock, on any day on which a dividend
thereon shall be payable, by paying to the
holders thereof one hundred and ten dollars
NSllOJ per snare ana accumulated ulNl-
bends, provided that notice of such in-
tention be published for ten (lO) CON
secutive days i'll daily newspaper pub
lished in the English language in the
City of New Orleans, State of Louisiana,
the first publication to begin at least
fifteen tl5) days before the date of such
proposed redemption and retirement; and
after the time nAed for such redemption,
dividends upon stock so redeemed or SO
called for redemption shall cease to accrue
less no of 10
outstanding preferred stock shall be re-
tired, then the retirement shall be on a
pro rata basis SO that each stakeholder
snail contribute his quota toward the
stock SO to be retired.
Both the preferred stock and the COM
mon stock OF this corporation shall have
equal voting powers.
The amount to which the capital stock
OF this corporation may be increased shall
be the sum of five million dollars 49,
OOO,OOO) of which one-half shall be pre-
ferred stock and one-half common stock,
provided that there shall always be out
standing an amount of full paid common
stock at least equal to the then Outstand-
ing preferred stock.
ARTICLE V.-All the corporate powers
of said corporation shall be vested in and
exercised by a Board of Directors to be
composed of nine go stockholders to be
elected annually at a general meeting OF
stockholders to be held on the third Tues
day in January of each year, except the
first board of directors appointed in this
charter who shall hold their Offices until
the third Tuesday in January, 1923, and
until their successors are duly elected and
qualified. Five 80 directors shall at all
times constitute quorum for the trans
action of business. All such elections shall
be held by ballot and conducted at the
Office of the corporation under such regu-
lations as may be established by the
Board of Directors.
Notice of such meeting and of all other
stockholders m
the manner prescribed by law, and when
not SO prescribed then written notice of
such meeting shall be deposited, at least
fifteen (15) days prior to the date of said
New Orleans, postage prepaid, addressed
to each stakeholder at his last known resi-
dence or place of business.
At all such elections and at all cor
pOrate meetings each stakeholder shall be
entitled to one vote for each share of
stock standing in his name on the books
OF the corporation, to be cast by him in
person or by his written or printed proxy
elect.
Any vacancy occurring among the di-
rectors of said corporation by death, resig-
nation or otherwise shall be filled by cleo
naming directors.
Failure to elect directors on the day
above specified shall not dissolve the cor
poration nor impair it's corporate exist
ence and management but the directors
then in office shall remain in Office until
their successors are elected and qualified.
The Board of Directors at it's first meet
ing shall elect from its own number a
Chairman OF the Board, a President and
one or more Vice Presidents. They shall
also elect a Secretary and a Treasurer,
or one person to act as both Secretary and
either of whom may or may not
be member Of said Board.
The Board of Directors may from time
to time name and appoint all such other
ofhcers Including one or more Vice Prer-
dents not members of the board of d.
rectors), and agents as it may deem neces- |
sary for the purposes and bushes of said
corporation. The said board shall have
power and authority to fix and define the |
all officers and employees shall hold office |
and employment at the pleasure Of the
board.
At all meetings of said Board of Di- |
rectors. each director shall have the right |
to appoint from amongst the directors a |
proxy to act in his place and stead
Said Board may make and establish. as |
we'll as alter and amend, any and all such |
BYLAWS, rules and regulations necessary |
and proper In its judgment for the con. |
duct and management of the business and |
affairs of said corporation. The Board |
Of Directors shall have full power and |
mortgages and to create liens; to issue
ponds notes and other obligations and to |
secure same by mortgage, pledge or other
wise; and generally to do any and all |
hings reasonable, convenient and neces-
'ary for the proper carrying on of the
business and affairs of said corporation
md, in its discretion. to create and select
IA 4