The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-12
CHARTER.

on a general import and export business 4
rs principal or agent. the foregoing details .
not being intended to b" exclusive, and +
To do any act or thing necessary or proper .
To accomplish tn" objects and purposes ul
the said corporation.
ARTICLE IV.-Thr capital stock Of this B
corporation is hereby fixed al ia" sum ~
Two hundred aud fifty thousand ana
no 100 tS2.O uNO.OO dollars. divided int"
and represented 10y two CLASSES. preferred
aud common. in the proportion OF ou'
hundred and seventy fiv" thousand and
no/lOO lSl15ooo""l dollars OF preferred
stock and seventy five thousand and
noylOO tS7J OUUUOl dollars of common
stock. The capital stock may b" increased
to the sum of on" million and Ho/lw ISL
900 uuO.UOD dollars. The preferred stock D.
10 he divided into one thousand seven
hundred and fifty G.iJul shares of ia"
par value of ON" hundred and %" 100
tSlpuuD dollars per share, ana l' Nhall
hr entitled to receive out of any ana Hli
surplus net profits whenever a~r"rtalu"N.
cumulative dividends at TIA" rate of eight
90 per cent per auuum IN each "Hd
every year hereafter, paNahl" az such
periods as IA" Board of Directors may de-.
trrmin". in preference and priority 2" ANY
payment of dividends on IN" common
stock for tn" period thrrriol"r" elapsed.
The preferred stock, however. shall not h"
entitled to participate in any other gen
cral earnings or profits beyond Ia" Sald
I eight go per cent annual CumulatN"
+ dividends but shall bc entitled 10 D." re-.
1 Maid in fun with the accumulated unpaid
dividends thereon upon any distribution al
3 the assets of said corporation or IA lh'
{ event of Insolvency, liquidation. Cl>~nlu-
/ ton or termination Of its corporate "N-
I iStpncr before any distribution of capital
/ or earnings shall b" mad" to th" holders
/ of the common stock. MI or amy amount
I Of the preferred stock may be retired and
/ redeemed 10y IN" Board of Directors m
its discretion AT any time. in such manner
4 and upon such notice rs the Board may
determine, at the prIr" Of on" hundred ana
Al a.. ll.IP d
+ share together with all accrued dividends
Z thereon. If. after providing for the pay
mcnt in fun of all dividends for any year
. on the preferred stock and any ar"uWu-
. lated dividends that may be due on said
/ stock for preceding years. there shall re-
main any surplus net profits. such surplus
net profits may be- applied 10y tn" Board
+ of Directors. either to the payment Of
dividends upon the common stock or may
hc devoted To the redemption of all or any
part of the preferred stock. or may b" ap-
piled 10 any other purp"," relating 10 Inc
/ COmpany's business as the Board. IN ITS
/ discretion. may deem fit. The preferred
stock shall have no voting power what>o-
ever or connection with the control Of the
corporation, the holders thereof hereby
I expressly waving any right TO vote said
/ preferred stock at elections Tor directors
or on any other question. or TO participate
in stockholders meetings convened Tor
any purpose whatsoever. The common
stock is to be divided into seventy five
hundred shares of the par Nalu" Of ten
aud noflOO $1,000 dollars per share. III"
voting power Of the corporation shall be
vested exclusively in the common stock,
which is to have the entire control ana
mana cement of the corporation. No stock
may be issued except for labor done. s"rv
I ices rendered or money or property actual
~ received, and no present or future
stakeholder shall ever validity sell. assign
| or transfer. other than by Inheritance, any
of the common stock of this corporation
until the same shall have been first Of
fpred in writing to the remaining holders
of the common stock for tn" benefit OF
such stockholders as may desire 10 pur.
| chase the same. said offer to he addressed
| TO the Board of Directors. and ten days
shall be allowed for the acceptance of
same in writing by any of the common
stockholders of the corporation who may
/, be willing to pay the book value Of said
, stock as shown by the books of the cor
puratiOn on the first day of January last
preceding the date of such offer. Each
! holder of the common stock of this cor
poration shall be entitled to purchase
stock so offered for sale in the proportion
? that the number of shares owned by hin
f at the time bears to the number Of share'
A owned by the other holders OF the com
mon stock who desire TO participate III th'
r purchase.
= ARTICLE y-An the powers of thi'
r corporation shall be vested in and eNer
r | ciSed by a Board of not less than three
5 determined in advance each year by tn
common stockholders, at the annual meet
; ing of the common stockholders or NJ an,
: special meeting called for the purpose o
II Increasing or decreasing the number q
: directors within the limitations of thi
# article The first Board Of Directors shall
:, be: John j. Gillespie, whose postOffic
d address is 26l4 State Street, New OTlean,
g La. who shall be President; Frank
II Grunenthal whose poStoftlce address
Grunewald Hotel, New Orleans, La, VII
= shall be Vice President and Warren u
J. Powell. whose pOStoffce address is 162
II Josephine street, New Orleans, La, VIII
shall be Secretary The abov
t. named Board of Directors and officer
q shall continue to serve until the secon
h Tuesday in January. 1922. at which time
" and annually thereafter. the common stock
d holders shall elect from their number tn
a Directors of this corporation. The abov
N named Board of Directors and each sue
I. ceeding Board shall continue to hold Offir
: until their successors are elected and qual
I flied. Each succeeding Board of Director
d shall, at their first meeting fOllowin
their election. select from their number
n President. Vice President and a Secr'
Y tary Treasurer. The election of Director
Re shall he by ballot and the person receivin
y the largest number Of votes east shall /
,e declared elected. Each share of commo
10 stock shall be entitled to one vote at meet
le ings of stockholders. but no fractions
share shall be entitled to vote. 4 mi
iOrity of the Directors voting at any OF
time. in person. shall be required to pa,
any resolution or adopt any bylaw whicl
when so adopted. shall become valid cOl
porate acts, provided a quorum of the ID
rectOrs were present in person. In cas-
of vacancy on the Board or among the off
GERS, caused by death, resignation or r.
mOval. the remaining members of n
Board shall have the power to fill sue
vacancy.
ARTICLE NI.-NOtice of all meetings
stockholders for election OF Directors, q
9. for any other purpose shall be given
- writing by the Secretary, and motto
:, shall be deposited in the mail at lea'
at fifteen days before the meeting is hell
a addressed to each common stakeholder
D. his last known address, as the same Sha
in appear upon the books of this corporation
W unless said notice is waived In writin
by all common stockholders appearing O
the books. At all meetings of stOckhOl,
ers. a majority of the votes east shall
sufficient to determine all questions vote
upon, except the alteration, amendment I
dissolution of this corporation.
ARTICLE E1I.-This act Of incOrpOri
- ton may be altGed, amended or mOdifie
q or this corporation may be dissolved. I
and with the assent of the hObierS
three fourths in amount of its then on
u standing common stock, given at a gener
r. meeting of the common stockholders,
X be convened after fifteen days prior n
he tice, to be given in one of the daily new
n ! DaperS published in the city of New %