The herald., 1920-09-16
CHARTER.

Board
| or Directors, or on pro rata basis when
! ever the surplus funds or property of the
| corporation shall SO warrant in lieu of
| the declaration of cash dividend. or As
| otherwise provided by law, and all said
| certificates shall be personal property
| No transfer of any certificates of said
| stock shall be binding upon this CORPORA
| ton unless made in accordance with the
| terms of said certificate, the charter and
| bylaws of the corporation, and recorded
| on the books thereof. In no case shall any
| stakeholder have the right or privilege OF
| selling or in any manner dispOsing of any
| certificate of common stock issued by this
! corporation without first having offered
| the same TO the corporation in writing.
| through its Board Of Directors. The
| Board of Directors. for the CORPORATION
| or any member of said Board. or any
/ subscriber 10 this charter for him self
| shall have the right and option to purchase
| any stock 50 offered within thirty days
/ at the book value of said stock, as estab-
| liShed by the last regular inventory: and
under no conditions shall the transfer of
any said stock be recorded on the books
! OF the corporation, nor shall any said
STOCK be voted until after all of the fore
going fOrmalitics shall have been fully
complied with. Should there be any dis
pute as TO such book value. the determiua-
ton of such value shall be submitted to
arbitration. one arbitrator TO be appointed
by the vendor and one by the purchaser
aud In the event of their disagreement
they shall elect an umpire and the de-
the case may be. shall be final and bind
ing on all parties thereto. All common
stock shall be- obtained and held subject to
these provisions, and every sale pledge
enrumbrance or other disposition of said
stock shall be made subject to all said
provisions. All such stock 50 acquired by
the corporation may be re-isSued for the
consideration and under the conditions
herein provided for the original issue of
the capital stock of this corporation The
preferred stock issued by this corporation
shall be entitled to an annual dividend al
the rate of. but never exceeding. ten per
cent tlO,c) per annum, cumulative from
and after date of issue, payable at such
periods as the Board of Directors may de
termine out of the net profits of this cor
poratlon before any dividend is paid upon |
the common stock. Should the net profits |
i'll any year he insufficient to paw said |
preferred dividends either in whole or i'm |
part, any unpaid portion thereof shall !
become Il charge against the net prOfits |
Ol TINS corporation and shall be paid in |
full out of said profits before any diyi-
bends are paid upon the common stock |
The preferred stock shall have no voting |
power whatever. and shall never partici- |
pate in the profits of this corporation be- !
Nond its fixed preferential cumulative an
nual dividend of ten per cent UOCD: but /
IN the event OF any liquidation. dissolution |
or distribution of the assets of this cor
poratiOn. shall be paid in full M TO it,
principal or par value. plus any then ac-
crued and unpaid dividends, befor,. any
shall be distributed among the
owners of the common stock The com
mon stock issued by this corporation shall
nave all voting power aud shall be en-
Titled 10 receive out of the net profits
such dividends as the Board of Directors
may declare, from time TO time pXrept |
that no dividend can be declared on rho |
common stock until all accrued dividends
on the preferred stock shall haY. been
declared, and no dividend can be paid on
the common stock until all accrued diyi /
dehdS on the preferred stock shall bays
been paid. In the event of any liduidation
pr dissolution or distribution of the assets
Oh TINS corporation, the common stock
snail share in the assets of the cornora-
lOn, share and share alike after the pr,-
erred stock shall have been paid in fun
up TO its principal or par value plus nc
,ru"d ana unpaid dividends, if any, at the
.ate OF ten per cent tl0cCl per anuum /
ne subscribers 10 this charter in con /
alteration of such subscription. are hereby
granted the irrevOcable right and option !
. suDscrlbe at par to any and all stock
II whatever class, the issue or Reissue of !
which may be authorized by this corpora
ion at any time.
ARTICLE VI.-AH Of the cornorate nov
rs of this corporation, except As here {
natter stated. shall be vested in and ex-
rclSed by a Board of not less than three
lor more than twenty one Directors oS !
ne voting stockholders shall from time "a
lme determine, each of whom shall hold I
n MS own name at least one share of the (
gOrDOrafiOn |
,oard of Directors shall be elected on fbr
hlrty first day of January of each ys1r
the date of this act unless such {
ay snail fall on legal holiday, and in a
. Lnt went on the next succeeding day T
men Is not legal holiday or on sucb (
ay thereafter as the Board of Directors
nan determine. All such elections shall q
G held under such regulations as the n
oaru Oh directors then in office may de- q
ermlne, and of all meetings of STOCK ! N
olders Tor the election of Directors or n
i'reaSlng or decreasing the membership 3
saId BOARD or anyOther purpose eXcept | @
na Ia 0l ulssolutlon, or as otherwise. re- s.
uiTeu by Jaw, not less than seven DAYS a
otice snail be given by mailing TO eocb n
1lhhoh stockholder who appears on the b
ooks or this corporation, at his last des- I,
Suuress or care or general deliv- &
~ AT New Orleans, IL he has not desig- 3,
dted an address. a notice stating the 81
me ana place of the meeting. Each share p
oIaer snail be entitled to one vote for D
ich snare or common stock recorded in a.
ls name on the books of this cornorotion iI
ELSEWHERE herein provided. to be cast | Of
person or by written proxy, and n ma ! nj
rty OF the votes cast shall elect Failure
eject directors on the day above speci
ed shall not dissolve this corDoratiop nor | q,
any way impair its corporate manage | OF
ent or authority, but the Directors then l.
oIIlce snail remain in office until their di
lcceSsors are elected and qualified after | @
lie notice of another election shall bayo | %
zen given as above provided The Board | ST
directors shall, without DELAY. after Al
zen annual election, elect from lis mem ar
Tshlp President. a Vice President and st
directing Manager. who shall constitute OF
= E.AeIuIlVe Commute, which during the he
terlih between meetings of the Board of of
aee,ors shall exercise all powers of said to
para. Al such meeting said Board shall be
so elect or appoint a Secretary and n sh
easurer, and such additional Vice Presi VI
nus and other officers as the Board NAV tn
en- ADVISABLE, who may or NAV NOT be | M
ner stockholder or director. The Roard | va
directors may appoint one person 70 no
cretary and Treasurer. and from tima |
Iime' name such other employees as tn
y may deem necessary. The BOARD | &C
directors shall haye the management of HI
!. DusLhess OF the corporation, and sub D(
! ~, 10 the restrictions imposed by law and
thls certificate of incorporation MAJ .
rrclse all the powers of the cornoro TIL
u, ana without prejudice to such general of
"rIs, IL Is hereby expressly declared that pc
directors, by unanimous action shall fir
w the 1ollowing specific powers to-wit. or,
make; after and amend all bylaws SUI,
yes and regulations Necessary for Tho Ma
'per management of the business M thiS be
-poration. not in conflict with this act he
purcnase or otherwise acquire for the un
% %.n; any property, rights or priv tai
ses when the corporation is authorizad
acquire. To pay for any service Iaf tb,
property received by the corporafion SCI
n s wholly or partly, in money. stocks an
ius, ueDentures, income certificates cor
l'dtes Oh Indebtedness or other sacur; | Or
; OF the corporation. To borrov mona,, ST.
u 10 make and issue notes hands anS | 33a
ier negotiable and transferable instrn Ge
n's, mortgages, deeds Of trust and trns, lea
ana TO do every act and thing