The herald., 1920-01-15

ELDON s. LAZARUS,
| Notary Public.
Dec. 11-Jan. 10.
AMENDMENT TO CHARTER KRAUSS
BROTHERS LUMBER COMPANY.
| United States of America State of Louis
lana, Parish of Orleans, City of New Or
| leans. BE il known that on this 18th day
of the Month of November, in the year
| one thousand, nine hundred and nine
| teen, and of the Independence of the
| United States of America the one hun
| dred and fOrty-fourth, before me. Eldon
| s. Lazarus, notary public, duly COM
missiOned and qualified in and for the
| Parish of Orleans, State of Louisiana.
| therein residing, and in the presence of
| the witnesses hereinafter named and IN
| dersigned, personally came and appeared
| Marcel krauss and Alexander Krauss,
President and Secretary, respectively, of
| Krauss Brothers Lumber Company, a cor
| pOration created under the laws of the
| State of Louisiana by act before Herman
Michel, late notary public for the Parish
of Orleans on April IL, 1913, recorded in
| Mortgage office book 1883. folio 452, and
amended by act before the same notary
passed on October Goth, 1915, recorded in
Mortgage Office book 1857, folio $50, and
again amended by act before the same
notary passed on February %, 1917, re-
corded in Mortgage Office book 1206, folio
401.
And the said appearers acting in their
| said capacities. and in behalf of said cor
poration, by virtue of the authority con-
| ferred on them by the stockholders of
said company on the 18th day of No
| yember, 1919, as will more fully appear
| by a certified copy of the resolutions
| adopted at the said meeting of stockhOld-
ers, which is annexed hereto, declared that
a general meeting of the stockholders
of the said Krauss Brothers Lumber
| Company was duly convened and held at
the offices of said company in the City
of New Orleans on the 18th day of No
vember, 1919, for the purpose of con-
sidering the making of certain changes
| and amendments to the charter of said
company, that at said meeting the said
stockholders unanimously voted to amend
| the charter thereof, and to authorize the
said appearers to come before me, the I'M
dersigned notary public, to preserve and
| embody in due legal form, the said action
of the stockholders. The said appearers
accordingly further declared that they
| have appeared before me, notary public,
| under the authorization aforesaid, for the
purpose of embodying in proper and au-
thentic form the action of the stockholders
| in altering and amending Articles ~, V
| and vi of the charter of said company, so
that said articles shall hereafter read and
be as follows:
ARTICLE Iv.-The capital stock of
this corporation is hereby fixed at one
million Isl, 900 OOOOO dollars, consisting
of ten thousand shares of the par value
of one hundred (s1OO.OO) dollars per share,
which said capital stock shall be divided
as follows:
1..S4OO, 10000 thereof consisting of 1000
shares shall be preferred stock, and and
$500. 10000 thereof, consisting of 5000
shares shall be common stock.
2. Said preferred stock, subject to the
provisions and stipulations hereinafter set
forth, shall be divided into the following
two classes:
(a) s35OOO000, consisting of $500 shares
shall be designated as preferred stock,
Glass "a" and
% 100000, consisting of 500 shares,
shall be designated as preferred stock,
Glass "B.'
3. All of said preferred stock, both
Class "A" and Glass "B" shall be en-
titled by preference and priority over all
of said common stock to dividends in each
and every year at the rate of seven per
cent per annum, payable out of the profits
or earned surplus, semi-annually on Feb
rurary LIST and August LIST of each year I;
said dividends shall be cumulative, but
limited to seven per cent per annum. and
no dividend shall be paid on, or set aside
for, the common stock until all the divi-
dends on the preferred stock shall have
been fully paid. In the event of the dis
solution or liquidation of the corporation,
or Of any distribution of the assets of the
corporation for any reason whatsoever the
par value Of all preferred stock, legally
issued and outstanding, shall be paid to
the holders thereof in full with the I'M
paid dividends and accrued interest there
on at the rate of six (6) per cent per
annum before any payment shall be set
| aside for, or made to, the holders of the
common stock.
4. The only distinction between preferred
stock Glass "a" and preferred stock Class
"B" shall be that for five years after its
issuance preferred stock Class "B" shall
be convertible into common stock of the
company (if at the time there be any
unissued common stock in the treasury
of the company at the then book value
Of the common stock; such conversion to
be at the pleasure Of the holder OF said
preferred stock Class "B' at the end Of
any fiscal year. Upon such conversion.
the converted stock shall be entitled to
share in the dividends earned or paid
thereon only for the ensuing year, the
holder of said stock being entitled to the
dividends thereon as preferred stock up
to the date Of such conversion. Except for
this conversion privilege, there shall be
no distinction whatsoever between pre-
ferred stock Class "a" and preferred stock
Class "B," and wherever else in this
ferred stock, it shall be construed to
mean, without discrimination, the sum
total of the Class "a" and Class "B" pre-
ferred stock.
5. Said preferred stock may be retired
at $4,000 per share at the end Of any
fiscal year out of the net earnings or sur
plus Of the company, but such retirement
shall be left entirely to the discretion of
the Board of Directors of the company,
who shall give at least three months pre-
vious written notice Of such intended re-
tirement. The method Of such retirement
shall also be left to the discretion Of the
Board Of Directors. but no retirement OF
the preferred stock Class "B" shall be
effected until after the lapse Of the con-
version privilege on that particular stock,
as set forth In paragraph four az Of this
article.
g. The preferred stock Glass "a" and the
preferred stock Glass ''B" and the common
stock shall all have equal voting power;
that is, the holders thereof shall be en-
titled at all meetings Of the stockholders
Of the company to one vote for each share
of stock held by them.
z. All or any portion Of the preferred
stock that Is retired may be reissued by
the Board Of Directors to such person or
persons as said Board Of Directors shall
determine for not less than par. and said
stock when so reissued shall have all the
same rights and privileges and shall be
subject to all the same terms and con-
ditions as the original stock; provided
that none Of the preferred stock Class
"B" after being retired may be reissued