The herald. [volume] (New Orleans, La.) 1905-1953, 1920-09-02
CHARTER
AMENDMENT To CHARTER OF PAT
TYSON & COMPANY, LIMITED
AUGUST 2SRD, 1920.

=,
twenty, and of the Independence of the
United States of America. the one hundred
and forty fifth. before me. Felix j. Puig
notary public, duly commissioned and
qualified in and for the Parish of Or
leans State of Louisiana and therein re-
siding. and in the presence Of the wit
nesses hereinafter named and undersigned
Personally came and appeared Mr.. Alfred
r. PattiSon. President of Pattison 4
Company, Limited, and Mr.. Charles r.
Pattison, Secretary Treasurer, of said
company, n corporation organized under
the laws of the State of Louisiana. by
Act before W. Morgan Gurley, notary
public. on February 81. 1908. recorded in
Mortgage office book ISL, folio co. Feb
ruary ~ 1908, of the records of the Par
ish of Orleans, said corporation being
dOmiciled in the city OF New Orleans.
Who declared that by a resolution and
vote adopted and voted at n special meet
ing of the stockholders Of PattisOn &
Company, Limited. held at the Office Of
the company at S26 Common Street. on
the twenty first day of August, 1920. held
by consent of all of the stockholders Of
said corporation and upon waiver of
notice OF time and place of said meeting
signed by all stockholders at which meet
ing all stockholders Of record were pres
ent in person IL was voted unanimously TO
amend and re-enact Articles three four
five and six of the Charter of said cor
pOrRtiOn in the words and figures herein
after set out all of which appears from
meeting hereto annexed and made part
hereof.
AppearerS further declared that they
were authorized and directed nj said meet
ing to appear before me, Notary. and to
execute the proper nOtarial Act and dccla-
ration of said amendment required by law
for the purpose Of affOrding authentic ref
erenCe and permanent record.
Said appearers further declared that Ar
ticles three. four. five. and six of the
Hha of hV II
nous vote of all of the stockholders
amended and re-enacted to read as fol
lows:
ARTICLE III.-The objects and pur-
poses for which this corporation is or
ganizd and the nature Of the business To
be carried on by il are hereby declared
TO be:
To buy and sell general merchandise of
all kinds, both for its own account and on
commission. both at wholesale and at re-
tail and to manufacture articles of mer-
chandise and to do a general import and
export business. and to that end to buy.
sell. lease, charter and hire vessels or
other methods OF transportation in con-
nection with its business, to establish
branches or agencies of said business at
any place or places that the Board of hi
rectors may deem advisable, whether in
the United States or in foreign countries,
TO buy, sell, lease, suitcase and mort
gage and pledge, or otherwise hypOthecate
real estate. stocks, bonds or other securi-
ties, as the Board of Directors may de-
termine.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum of
seventy five thousand (S75OO0.O0l dollars,
divided into and represented by seven hun
dred and fifty (I5O) shares of the par
value of one hundred ($1O0.OO) dollars
each. Said stock shall be of two classes
preferred and common.
The amount of preferred stock shall be
twenty-five thousand (s25.OOO.OO) dollars
and such preferred stock shall be entitled
by preference over the common stock to
dividends in each and every year at the
rate of seven C7) per cent per annum. be-
ginning August list. 1920, payable semi
annually on March l. and October !. out
of the net profits, which dividends shall
be cumulative. Upon dissolution or liqui-
dation the preferred stockholders shall be
paid par value and seven per cent cumu-
lative dividends to date Of liquidation nv
preference over common stockholders. No
voting power shall vest in such preferred
stock.
The amount Of common stock shall be
fifty thousand ($JO0O0O0) dollars, divided
into and represented by five hundred (5OOD |
shares Of the par value of one hundred
SlOO.0O) dollars each, twenty thousand |
20,0O0.O0) dollars of which is already is |
sued and outstanding.
The twenty thousand $50 OOO.OO) dollars !
of capital stock which is already issued
and outstanding shall be surrendered and
cancelled. and there shall be issued in
lieu thereof, to the holders thereof, an
equal amount, dollar for dollar of com |
mon stock, according to their respective
holdings.
such dividends as the Board of Directors |
may declare subject to the prior payments |
Of the cumulative dividends upon the pre- |
ferred stock as heretofore provided and |
in the event of liquidation or dissolution |
the common stock shall be entitled to all |
assets of the corporation after payment |
of all debts, preferred stock and cumula-
tive dividends, IL any. All voting powers
shall be vested exclusively in the COM
mon stock.
The preferred stock may be increased
to one hundred thousand $500 OO) dol
lars and the common stock may he in
creased to two hundred thousand (S200OOO) |
dollars. All stock shall be issued for cash |
or its equivalent including good will as
authorized by law or may be issued at |
not less than par in payment for prop
erty actually purchased or for services
actually rendered the corporation or the
same may be issued fully paid for money
advanced or for such other valuable con-
sideration or services as the Board of hi
rectors may determine. All capital stock
not already issued shall be issued ut such
time and upon such terms and conditions
as the Board of Directors shall determine /
subject to legal requirements. All stock
snail be fully paid and worcestershire and
TO transfer Of stock shall be binding upon
company's books. and prior lien on all
shares of stock shall be retained by this
corporation on the stock of any shareholder
Tor any Indebtedness secured or unsecured
however, evidenced or created. due at any
time to the corporation by the holder of
said stock, and all transfers of stock shall
be made subject to these conditions
No shareholder of the company shall at
any time offer for sale or sell his stock.
preferred or common, either privately or
In the open market without having preyi-
ously offered said stock at its book yalue
TO the other stockholders of this COMPANY
Dy means OF written communication ad-
dressed to the ranking officer of the com
pany, present in the City of New Orleans
at the time. Such ranking officer. upon
receipt OF such communication. shall, with
In hve days of the date of such offer mail
written notice addressed to each stock
holder OF the company at his last known
address stating the number and char
acter OF shares so offered and the price
thereof. Failure by any stakeholder to
reply within ten days of the date of said
refusal on his part to purchase any of
the stock so offered. Should the number
OF shares which various stockholders I'm
reply TO said notice signify their desire TO
purchase exceed the number of shares thus
onered, such offered shares shall be dis
kributed to the prospective purchasers in
1ch proportions as the Board of Di-
TORS deem best Should said stock-
Ider make any sale in violation of this
11ause, same shall be null and void Each
share OF common stock shall entitle the
owner thereof to cast one vote either In
person or by proxy, at all stockholders
meeting.
ARTICLE V.-The business and affairs
OF this corporation shall be managed and