The herald., 1920-11-11
CHARTER

incorporeal; to name and appoint sucl
managers, directors. officers, agents anC
other employees as its interest and con
yenience may require. and to make anC
time TO time. such bylaws, rules and regu
latiOnS as may be necessary and eNpcdieni
for the proper management and govern
ment of the affairs Of said corporation.
ARTICLE 1.-THE domicile of this cor
pOrdtiOn Is hereby fixed in the City Of
New Orleans, State of Louisiana, and oil
citations or other legal process shall be
served upon the President OF said corpora
ton, or, in his absence, upon its secretary
ARTICLE III.-Thr objects and pur-
poses Of this corporation and the Hatur,
OF the business to be carried on by II ar,
hereby declared to be:
!. To carry on the business Of. and "a
manufacture. purchase and sell paints
yarnIshrS. oils, filters, stains, cement stains
and C0aiiugS. putty. glass and other sup.
plies for painters, including marin" paints
-. To manufacture. purchase and sell
paper and roofing of all description. and
any and all chemicals Of all kinds. and to
acquire letters patent and licenses there
fore and formulas or recipes for the manu-
fArturc Of paints, Earnl~heS, oils. filters,
stains. ColOrS. enamclS. water proof coat
ingS aud compounds. mortar and cement
stains and coaiingS. putty. glass and other
supplies for painters, including marin"
paints. and to do any and all things and
transact any and All business which shall
or may he or become incidental 10 or arl~,
out of or be connected with such manu-
featuring business, or any part thereof, TO
the fullest extent that the same shall bee
or become allowable or authorized under
any statute applicable thereto. now or
hereafter to Dee enforced.
Generally 10 DO all and everything ne,cS
>aTy, suitable convenient or proper for
the accomplishment of any Of the purposes
or of any one of the objects herein emu
Woratrd or incidental to the powers here
ia named or which shall ut any time aV
pear conductive or "Nprdltnt 10 the pro
lection or benefit of tn" corporation. either
as holders or. or Interested in any prop
orty or otherwise, with all powers now
or hereafter conferred by the laws of the
state of Louisiana upon corporations or
gained under the Act herein referred To.
This corporation shall have the power
TO conduct its business In all Of its branch
- in any of the States. Territories or
possessions Of the United States, as well
a. IN foreign countries. and may hay"
one or more offices outside of the State Of
Louisiana.
ARTICLE IV-The authorized capital
stock of this corporation j. hereby fixed
az the sum of tWcuty-SiN thousand tS1G.-
10000 dollars. represented 10y tire" thou>-
and, iive hundred shares. which said CAPT
tai stock shall be divided as follows .
Twenty nyr Thousand dollars consisting OF
twenty hundred shares Of the par value
Of ton $1,000 dollars per share shall be-
preferred stock. and one thousand dollars.
.Ou>lstIug of one thousand shares of the
par value OF on" dollar per Shar". shall br
common stock. Said preferred stock shall
b" entitled 10 preference and priority owe.
All common stock, 10 dividends in each and
very year at the rate of eight per cent
per uuHum. payable out of the profits or
armed surplus annually on the first day
n January of each year, as declared %
he Board Of Directors. Said dividends
shall be cumulative. and shall be limited
= nor ftu nsr a "a Il Irkr
lends shall be paid on, or set aside for.
he common stock until all the dividends
IA the preferred stock shall have been
ully paid. said preferred stock shall hay,
40 voting power.
In the event of the dissolution or liquf
lation of the corporation, and in any dis.
rIhutiOu of the assets of said corporation
among the stockholders, the par yala,
al the preferred stock legally issued ana
shall be paid 10 the holders
hereof, in full. with all unpaid dividends.
before any payment shall be- made to the
holders of the common stock.
The Board Of Directors may, at any time.
,ut Of the profits or earned surplus of said
corporation, retire all OF any portion of
laid preferred stock on giving to the reg
stored holder or holders thereof thirty
lays written notice by registered mail to
he last address given to the corporation
which notice and delay may De waived
~ any such stOckhOldCrl, upon pay
nent to the holders OF said stock so re-
ired, the par value thereof. plus ten per
put.. together with all accumulated an
lual dividends to the agreed dividends
provided in this charter, up TO the date OF
he redemption of said stock, after which
he dividends on said stock shall cease
aid redemption to be prO-rated accord
NJ TO the outstanding stock. No preferred
took. however, shall be retired until the
EXPIRATION of two years from the date
lercof. No dividends will be paid on the
OmmOn stock until all OF the preferred
took has been retired.
In the event of the dissolution or liQui-
Iatiou of the corporation after the pay
neut of the debts OF the corporation aud
he payment in full of the par value of
he preferred stock legally issued and out
landing. together with all accumulated
md unpaid dividends thereon, the entire
emaindrr of said assets or said corpora
ion shall be divided among the holders Of
he common stock. legally issued and out
landing, in proportion to their respec-
i've holdings.
All voting power of the corporation shall
10 vested exclusively i'll the common stock
{ all elections of directors or other meet
nCS of the stockholders. except on qucS-
ions relating to the modification. chang
NJ or alteration of this charter, or Hqui-
alton or dissolution of this corporation.
n which cases the preferred stock shall
ave like voting power as the common
took, that is, one vote for each share ot
took
No amendment to the charter shall BE-
aSSed which shall impair the rights Of
he preferred stockholders as hercinabOyc
rOVided.
No stakeholder shall have the right to
ell or otherwise dispose of his common
took in this corporation to any person
Their than stakeholder thereof. without
rst Offering it in writing for thirty days.
through the Board of Directors, to tn"
Their holders of common stock. at its
OOk VHlUp determined nv the last
eding inventory.
ARTICLE V.-This corporation shall be
going concern as soon as Sl3OOO.OO Of the |
lpital stock has been subscribed for, |
'hich shall be paid for in cash or its
quivalont.
ARTICLE NI-Thc capital stock of this /
may be increased TO fifty-siX |
thousand 1850 OOO00) dollars. that is, the |
referred stock may he increased TO fifty 4
thousand tNO,OOOOOD dollars, and the COM |
ION stock may be increased to six thOus- |
nd (S6.OOOOOD dollars, and the preferred |
.Ockholders shall have the option of sub |
'ribinE To the preferred stock in proper |
on to the preferred stock then owned by |
lcm, and the common stockholders shall |
ave the option of subscribing to the COM /
ION stock in proportion to the common |
took then owned by them.
ARTICLE VII.-The business and affairs |
{ this corporation shall be managed and |
II the corporate powers thereof shall be /
rSteu In ana exercised by Board or not |
SIS than three 90 nor more than five 90 !
ircctOrs. to be elected from among the /
-ockholders. and majority of the Di- |
actOrs at any time in Office. either present /
person or represented by proxy, in |
uding the President and other officers |
hail constitute a quorum.
The said Board of Directors shall elect |
-Om their number annually a President |
ne or more Vice Presidents. a Treasurer /
nd Secretary. The office of President |
nd Treasurer may be combined and filled |
L tho cgna parSnn Tho nfBpa of