The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-18
CHARTER
AMENDMENT TO CHARTER OF Re
PUBLIC BOX COMPANY, INC.

United States Of America, state OF Lou 0
isiaua Parish of Orleans, City OF New pr-
leans BE il known, That on TINS, lh'
fourth day of the month of October IN tne
wear one thousand nine hundred ana t"th.
~ brfor. me. Charles ROscn, Notary
Ii,,bTi. duly commissioned and qualified
and I'm rue presence of the undersigned
witnesses. personally came and appGarSu
Sirfsuuud ). Levy, Chairman, ana naII.
Unrdie Secretary Of meeting OF tho
st"rtLoIdrr, of the Republic Box Com
many Inc "A corporation organized by
at before scott =. Beer. Notary Pubic,
on the twruty-cighth day of August, l9I4'
and recorded in Mortgage once OF thls
Parish, in Book ll&t, FOlio 800 "hLvn s'tu
upurgrerS declare that ut special meet
Ing OF the stockholders Of said corpora
tiou. held on this day, at which All oil the
stockholders were present IN person OF
represented by proxy, cerllNed copy ol
tho minutes of said meeting being hereto
annexed. Article -Four Of the charter OF
said CORPORATION was amended by uh"Il-
nous vote 50 as to read as follows, low. =
ARTICLE IN.-Ihe capital stock OF lnlS
CORPORATION is hereby declared 10 u" INC
suIn of two hundred thousand lS-ouutoV",
dollars, represented by two thouNdh"
20 Uu0l shares of the par value OF one
hundred lSlV0oW dollars per S"aIr, VI
which ten thousand lSlOOuoUoJ dollar
r,nrrsputS the original common 'apl'.b
stock heretofore issued ana now O.lHiah"
ing. and one hundred and ninety iH"u>'"u
$3.50 HfTfiNt dollars ShaA Represent INV "a
crease i'm the capital stock. The Foard 81
directors /, hereby authorized 20 transfer
To- ,arital as OF July lst. 100 ProhiS an"
surIluS of the corporation 10 the amount
of one hundred and thirty tE"nS|H"
lS1gu 100 UUt dollars ana 10 Issue lH'E'i'I
as "a stock dividend as Of said date, july
lsr 1920. one hundred and thirty thousa""
ISI.OUUVUUD dollars Of SAID Increase OF "I''
hundred and ninety thousand ,Hl'""'"'''.
dollars. and the Board Of Directors /"
hereby authorized 10 issue tn" remaining
sixty thousand (SGOuOOUOl dollars OF saiu
increase for the acquisition by tNchahEt @,
the outstanding capital stock OF the S.ul,
Mill 4 Lumber Company, Inc, OF Ne"
Orleans Louisiana. upon the basis Of Shar"
for share This corporation is hereby au
thoriZed to exchange up to, nut NOT rN'
ceeding seventy thousand tS'o'oVV'VVl uo!,
lars of the common capital stock OF Ihl'
coronation. for seventy thousand Wv
OOOOW dollars preferred stock OF TINS cor
poratiOn, and upon the said exchange De
ing made said common stock shAI ne '"i
cplled and retired; and for that purpose To
issue seventy thousand (SIO,OUOO) dollarS
of first preferred stock. subject to the ioI-
lowing terms and conditions:
"The seventy thousand (SI0OO0OO) dol
lars first preferred stock, each share Of the
par value of one hundred (SlOOOO) dollars
shall pay eight go per cent per annum
cumulative dividend and no more, whlca
dividend shall accrue from July LIST, I9-"'
and be payable semi annually on January
LIST and July LIST, beginning January Isl !
1921 This dividend shall be payable WITH !
out deduction for any present or future
tax or taxes, Federal, State or municipal |
mo dividends of any kind shall be de- |
clared or paid unless and until all dlNl-
dends due on the first preferred stock shail |
have been paid in full, and unless and un-
til no less than ten Q0fc) per cent OF said |
preferred stock shall have been retired at
par annually, after its date OF issue De |
corporation shall create sinking fund for
and shall be obligated to retire at par |
ten QOC) per cent annually of the first
preferred stock, that is to say, seven
thousand CS7OO0.O0 dollars Of said first
preferred stock per year, together with
dividends and shall have the right at its
option i'm any one year to retire at par
twenty (20%) per cent OF the hrst pre-,
ferred stock, that is, fourteen thousand
(Sl4 O0000) dollars. but no more, except
with the consent of three-fOurths g 49, OF
the outstanding first preferred stock. The
stock so retired shall be cancelled and not
re-issued. The corporation shall have TIE
right TO issue in its place and stead any
second preferred or other class of stock,
provided such issue of stock shall be sub
ordinate to the rights and privileges of the
first preferred stock, and provided no ad-
ditional first preferred stock shall be Is
sued until the aforesaid seventy thousand
$50. OO0.OO) dollars first preferred stock
shall have been retired.
should the capital be increased by the
Issue of second preferred stock, said sec
time to time provided there shall be no
default on any obligations due TO the first
preferred stock, and provided a sufhcient
sinking fund or reserve shall nave been
created to pay and retire the next matur-
ing installment of the first preferred
stock, and provided further that the re-
tirement and cancellation of said second ,
preferred stock shall not reduce or i'm
pair capitalization Ii. e., capital, surplus
and undivided prOfits) of this corporation, ,
and its subsidiaries, as existing on July {
LIST. 1920.
Neither the corporation nor any of its
shall dispose of any of ITS
property or assets owned on July list, 1920, !
in whole or in part, except such DISPOSE
ton Of manufactured and raw products as
is necessary and usual in the ordinary
operation of its business, unless the con-
sent of three-fourths Is 4s) of the out
standing first preferred stock shall have
been secured. No mortgage, pledge or
either of the stock of any
of the subsidiaries or of any of the i'm .
movable properties owned as of July 1st,
1920, either of the parent or subsidiary cor q
poration shall be made, except with she {
consent of threef- (/4s) of the out c
standing first preferred stock l
should there be default in the pay q
ment of any dividend of said first pre- a
ferred stock, or should the corporation S
default in the retirement Of said ten Q0%) I
per cent of the first preferred stock in any a
year, and said default continue for thirty |
1907 days after written demand on this I
then the voting power shall be o
Invested from the common or any other Il
class or classes of stock and shall immcdi- o
ately become, and during such default re-
main. vested in the holders of the first c
preferred stock exclusively, and the term o
OF the directors of the corporation then in o
office shall Immediately cease, and the S
may be filled by a majority of 0
the holders Of the first preferred stock. /,
"In the event of the liquidation, dissolu- 5
ton or winding up of the corporation, for D
whatever cause, the holders of the first 4
preferred stock shall unless seventy five o
preferred stock shall have been retired) s
have the power to elect number of iqui- a
dators equal to the number of liquidatOrs =
elected by all the other stockholders p
Should seventy-fve (15%) per cent or q
more of such first preferred stock have s.
been retired at the time, said first pre- s.
ferred stock shall have the right to elect iC
one out of three liquidators Whenever L
the first preferred stock shall have been d
paid and retired in full in principal and il
dividends, then 1t shall no longer be en-. p
Titled TO have any liquidator or liquidators a
and any such liquidator or Huuidators s.
shall thereupon Immediately resign. s.
-, I'm the event OF the liquidation. dissolu- /
Ion or winding up Of the corporation. in r.
nateVer manner or from whatever causa a
e holders of the first preferred stool s
mail be paid in full the principal and Ali u
dividends accrued to date of payment in |
preference and priority, after which tho o
enure remainder of the assets shall he c
distributed among the holders OF the com v
mon stock. ~ n
Neither the capital nor the canitaI e
stock OF the corporation (except the first ! S